Care Bears Family Adventures, Book 3: Space
by CryosR
Summary: Deep in space, the Care Bears adventures continued. Working alongside the Star Fox Team as No-Heart and Andross have teamed up,, uniting their forces to take the Lylat system by storm, and then the rest of the galaxy. New allies, new powers, and great danger and tragedy await them amoung the stars, and only time will tell if they can win. Rated M for violence
1. Into the Sky

A/N: I should note that a lot of the premise for this book came from an author called u/360932/Silver-Wolf16 and one of his stories can be considered canon to this book. Specifically, "The Bird and the Cat" but borrowing story elements from "The Chosen Path" as well but the main premise comes from an old story he took down ages ago. For fans familiar with Star Fox, I'm drawing more from the comics and Star Fox 64 than from recent games. I had intended this chapter to be longer, but I decided not to drag it out and split it up with the next chapter. Also this chapter is going to be dark, I mean very dark, the mature rating isn't to be taken lightly here. So… Here goes.

OoOoO

 _My name is Tenderheart Bear, leader of the Care Bears and this is how we lost everything._

 _It started when we made first contact. They were anthropomorphic animals like us and called themselves the Star Fox Team. It was a monumental day for us as the U.N. asked us to contact them due to our ability to understand any language, even extraterrestrial. Turns out they were here to track a criminal named Andross from their home, the Lylat System, and that they had tracked him to Earth before they lost his trail. Love Heart, Brave Heart and I offered our help in tracking him down. Personally I had hoped that this would make a good impression on them and allow us to reach the stars someday soon._

 _Things didn't go as planned._

 _If I had to choose when things started to go wrong, it would be that day in Paradise Valley. I went to visit on the insistence of my wife, Love-a-Lot, who said I needed a vacation. Anger Heart and Guidance Heart came with me and brought their son Flair along too, a promise for his 11_ _th_ _birthday._

 _Then horror fell from the sky._

Everyone turned to look upwards as a whistling noise cut through the air. Members of the tribe scattered as a large metal sphere fell from the sky and smashed the largest hut in the village of Paradise Valley. People fled in every direction except for Anger Heart, Guidance Heart and their son, Flair Heart.

"What the hell is that thing?" Anger Heart placed himself protectively in front of his wife and son.

"Stay back, you don't know what it will try." Perfect Panda, a panda Care Bear with a star shaped ribbon for a tummy symbol, called from where he stood with his twin sister, Polite Panda whose symbol was a rose and was heavily pregnant, and her husband Good Luck Bear, a green Care Bear with a four-leafed clover for a tummy symbol.

Tenderheart Bear approached the sphere for a moment, then a sudden feeling of unease gripped him and he turned and ran, "GET AWAY!" His shout came too late as a metal plate shot off the pod and an eerie laughter spread out from the pod, laughter that sent shivers down everyone's spines.

A moment later a figure jumped out of the orb and landed on the ground between the Care Bears and the pod. It looked like a birthday clown with a sinister grin plastered on its face as it stared down the family members present. "Welcome, Care Bears. I was hoping for a bigger audience for my debut, but I suppose a small venue will have to do."

"Who are you?!" Anger Heart demanded, he was breathing hard as he felt his temper rising.

"What, you didn't see the posters? Well then I suppose you can call me Bozo, or by my real name the PRANK! Curtesy of Quentin Industries and Dr. Fright." The Prank made and elaborate bow.

On hearing the doctor's name, Guidance Heart panicked and jumped out from behind her husband. She threw up a wall of water then fired a beam of light through it, creating a bright beam of rainbow colored energy that struck The Prank dead on. The Prank recoiled slightly then grinned, "Looks like we have our first volunteer!" The clown jumped up and over to the side of the three and whipped out its arm, which changed into a long tendril that wrapped around Guidance Heart and pulled her next to it, "Any words from the audience?"

"Let her go!" Anger Heart's body erupted into flames then settled down as he heard his son shriek in fear behind him.

"MOM!" Flair Heart was about to run forwards, but Anger Heart caught him and held him back.

"Sorry, that's not on the program tonight," The Prank tightened its grip around Guidance Heart's neck, "But I do have something that will do, this momma has a baby and her head pops!"

*SNAP*

Guidance Heart's face remained frozen in a mask of pain and horror as her body fell to the ground, followed by her head. Anger Heart felt a rage well up inside him that died a moment later as the prank changed into the form of a large cat with a clown's head and pounced, extending his claws and pierced through the fox's neck.

Flair Heart had gone into shock as The Prank changed back to its clown form and picked him up. "I just adore kids. Let's see if I can eat a whole one!" it opened it's mouth wide until it was a massive maw of teeth, then dropped the pink raccoon in and chomped down.

 _I don't remember what happened after that, and I don't want to. All I know is that I called for an emergency escape from the Rainbow Rescue Beam after Perfect hit his head when he tripped on something and that only he and I managed to escape._

 _Things only got worse after that. The Prank attacked on the next caring mission, and it murdered Champ and…Love-a-Lot. I should have stopped the caring missions right after we got back from the valley but I hesitated and…oh no…it was my fault! I…I got them killed why didn't I… No, blaming myself won't fix anything._

 _I had to get it together so despite my grief I kept the Care Bear Family together as we tried to find a way to stop The Prank, to stop the murder of our family and find Quenos, the one responsible for these tragedies. We should have guessed that someone was wrong when The Prank didn't try to invade the Kingdom of Caring._

 _Then the day came that we lost everything._

"Care Bears. The day it all ends has come." Mental Heart floated up over the side of the clouds, his voice amplified by his psionic powers.

No-Heart levitated up over the edge of the clouds, his amulet glowing like a blood-red moon, his body wreathed in darkness and lightning as he towered over his previous height. His voice boomed out across the Kingdom of Caring, **"CARE BEARS! YOUR TIME IS AT AN END!"**

Fox Phoenix-McCloud, an anthropomorphic fox who wore a white flight jacket, green flight suit and white boots of the Star Fox Team, ran down the ramp of the Great Fox, which was parked in the expanse between Care-a-Lot and the old Caring Castle, to see the wizard rising up over the city, "Who the heck is that?"

Tenderheart gulped, "No-Heart!" He pulled out his phone and called the Hall of Hearts. "Brave Heart, order an evacuation! Get everyone to the Great Fox!"

Brave Heart's voice boomed out on the PA system set up around the entire Kingdom of Caring. "All Care Bear Family members, get to the Great Fox immediately. This is not a drill! All Care Bear Family members, get to the Great Fox immediately. This is not-" A bright purple lightning bolt shot from No-Heart's hand and shattered the Hall of Hearts, cutting off the message.

Defender Bear pulled out his sword and charged towards No-Heart and Mental Heart, but Mental Heart stepped aside which left the way towards No-Heart unblocked. Defender's sword erupted into flames and bright white caring energy as he struck down at No-Heart. No-Heart caught the sword and held it in place, while Defender Bear was held in mid air. **"YOU! THE PHOENIX! YOU WHO HANDED ME MY GREATEST DEFEAT! I SHALL RELISH THIS REVENGE!"** Defender didn't have a chance to speak as No-Heart's hand became transparent and he plunged it into the white bear's chest.

Defender Bear screamed in pain and he dropped his sword. Love Heart Bear arrived and drew his swords. With a cry he charged in, only to be intercepted by Mental Heart, who created a blade of pure psionic energy to block his blows. "Out of my way!" Love Heart shouted.

Mental Heart's expression didn't change, "No. You will not interrupt my lord's work."

"Leave my dad alone!" The voice came from Miracle Heart, who ran forwards shooting bolts of fire and lightning from each of her hands, with her mother Confidence Heart right on her tail.

Mental Heart's eyes flashed and a large blue bolt fired off right at Miracle Heart. Confidence Heart jumped ahead to intercept and took the blast right in the face. "MOM!" Miracle Heart stopped dead to see where her mom fell. There was blood on the clouds and the upper third of her left ear had been blasted right off.

"Get mom to the Great Fox!" Love Heart shouted, "Take Care's on board!"

"But!" Miracle Heart was frozen in place.

Love Heart dealt several blows to Mental Heart then kicked him away. He turned to face his daughter, "MIRA! GO NOW!" He shouted and then froze, a pale blue blade of psionic energy protruding from his chest.

Miracle Heart screamed as Mental Heart swung the sword up, bisecting Love Heart's upper half. She didn't have any time to contemplate as a blue blur snatched her up and ran for the Great Fox as its engines glowed on start-up. Swift Heart ran faster than she ever had before, Confidence in her left arm and Miracle in her right.

No-Heart finally pulled his hand from Defender's chest and with it came the unmistakable form of a phoenix made entirely of flames. Defender went limp as No-Heart held the struggling firebird spirit aloft. **"TOO LONG HAVE YOU BEEN A PLAGUE ON MY LIFE! I WILL NOT BE DELAYED!"** No-Heart's hand surged with lightning and darkness as he crushed the phoenix spirit, and it shattered into dust. **"AND NOW I SHALL EXACT MY VEGEANCE ON YOU!"** No-Heart turned to Defender, only to feel something heavy strike his hand and he dropped Defender out of shock.

Truth Bear landed with Defender in one arm and his guandao in the other. Without missing a beat he poured his magic into a field surrounding Defender and hurled him towards where Wish Bear and Hope Bear were standing. "RUN!" Wish and hope managed to catch the unconscious Defender and hurried to the ship, supporting him between them.

Truth turned to face No-Heart, only to suddenly gasp for aid as a tornado formed around his head **. "MY FAILED CREATION. I WILL NOT RELCAIM WHAT I GAVE YOU BECAUSE IT IS OBVIOUSLY DEFECTIVE!"** Truth grabbed at his throat as the air was forced from his lungs and tried to conjured a spell to retaliate, **"I RELISH THIS VICTORY OVER YOU MOST OF ALL!"** Truth's vision blacked out as the last of the air left his body, then he went limp and lifeless to the ground.

Miracle Heart picked a bad time to recover from her shock and she struggled to get free, "Let me go! I have to save dad!" she accidentally kicked Swift Heart's leg and she stumbled then tripped less than two meters from the boarding ramp. Miracle was pinned under Swift Heart as she looked up to see Get Well divert her run from the ship to get to them.

"Take Confidence! She's hurt!" Swift Heart shouted, "We'll be fine!"

Get well nodded and dragged Confidence Heart up the ramp, aided when Hugs ran up and picked up the fennec's legs. No time to make a stretcher.

The roar of extra engines overhead was followed by a curse from Fox, who still stood on the boarding ramp. "Shit! Andross' Fighters!"

The first laser blast sounded out and struck where Miracle Heart and Swift Heart had just stood up, vaporizing them as a red wedge-shaped fighter pulled up from its dive. Fox whirled around and tapped his head mounted communicator and shouted, "Peppy, get the Great Fox in the air now! I'm going to the fighter bay to hold them off!"

Independent Bear had arrived on the scene too late to save his friends, instead he charged towards Mental Heart, his sword drawn and screamed, "DIE MONSTER!" he was three steps from Mental Heart when a red mist enveloped his body and he stumbled to his knees as pain overwhelmed him.

" **YOUR RAGE TURNED AGAINST YOU, AND NOTHING YOU CAN DO."** No-Heart had his left hand held towards Indy and he shot his right hand forwards, a serrated whip of purple and red lightning lashing out and taking off Indy's head.

Mental Heart turned to No-Heart, "Thank you, my lord."

" **I WILL NOT LOSE MY DRAGON THIS CLOSE TO MY VICTORY, AND NOW TO END THIS ACCURSED REALM FROM WHICH MY TORMENT GROWS!"** No-Heart raised his hands as a massive whirlwind formed around him.

The Great Fox finally lifted off the ground. Tenderheart stood on the still lowered ramp as he saw Cheer Bear running to catch up. "Wait! Don't go!" She cried.

Tenderheart grabbed the safety bar on the inside of the boarding ramp and held out his left hand. "Cheer! Grab my hand!" He stretched out.

Knowing that her life depended on it, Cheer put on a burst of speed and finally grabbed his hand with her left hand as the ship's bottom left the clouds. Tenderheart strained to hold on, feeling as though he were about to be torn in two. Then one of Andross' fighters dove and fired at the open ramp. It missed the interior of the ship but the red bolt of light struck Cheer in the side.

Tenderheart exerted the last of his strength to yank Cheer inside then collapsed as the boarding ramp finally closed. Patient Heart Liger was in the bay and he saw the state Cheer was in. Tenderheart could only gasp, "Get her to sick bay!"

Outside, No-Heart's storm had grown into a massive tornado that spread throughout the Kingdom of Caring. Mental Heart levitated overhead and watched as the winds spread outwards, tearing up trees, demolishing homes, and turning the clouds into a swiss cheese of holes and pockets. The Kingdom of Caring broke apart under No-Heart's assault, shattered until there was nothing left of the home of the Care Bears Family.

Mental Heart floated down to where No-Heart hovered. "What now, my lord?"

" **NOW WE SHALL LEAVE. JOIN ANDROSS AND WATCH AS I FINALISE MY VICTORY HERE, FOREVER."**

OoOoO

As the Great Fox cleared the atmosphere, the ship shuddered as several fighters approached from behind. Fox had jumped into his Arwing, a Starfighter with thin white wings, a conical nose and two blue nacells called G-Diffusers next to the cockpit. "Alright, I'm ready to launch. Tell me as soon as we'r-" A rumble shook the ship as something struck it. A mechanical voice came over the Arwing's radio, ROB the Great Fox's robotic OS terminal.

"ALERT! PRIMARY SHIELD GENERATORS HIT! DAMAGE ESTIMATED 84%. DRYDOCK MAINTENANCE REQUIRED!"

"Just great. "The cockpit snapped shut as the Arwing's engine fired up, "This is Fox Pheonix-McCloud, launching in the Arwing Mk IV!" He felt the g-forces knock him back as the launch catapult fired Fox off into space.

OoOoO

Tenderheart had dragged himself to the observation deck where he found Soulful Heart Fox and Bright Heart Raccoon. The fox's normal airsickness had somehow deserted him as both he and the raccoon stared out at the Earth as it shrunk behind them. Tenderheart leaned on the bar in front of the window, then stared in horror at the sight. A bright purple field of energy was gathering right next to the planet. It could only be No-Heart.

"What's he doing?" Bright Heart was hoping there wouldn't be an answer. Not getting one didn't help.

The energy coalesced together into a massive purple sphere. No-Heart hovered in the atmosphere, no need for him to breathe as the energy grew larger, and larger, and larger until it was half the size of Earth's moon. "THIS WORLD WILL CAUSE ME NO MORE SETBACKS!" and he hurled the ball at earth.

Tenderheart, Bright Heart and Soulful Heart watched in horror as the purple ball of energy touched down on earth, then pushed into it. The crush cracked, oceans boiled and finally, as it retreated into the distance, the earth cracked, and began to break apart. Bright Heart felt his knees give out as he collapsed to the floor. Soulful Heart suddenly felt a headache but he heard Tenderheart cry out in pain. Tenderheart was holding his head a what sounded like screams of terror and fear filled his head and he leaned up against the window, as if trying to grind the sounds for his head.

OoOoO

Normally, a dogfight like this would be child's play for Fox but fighting alone and trying to protect the Great Fox made things far more difficult. His twin hyper plasma lasers lanced into a fighter that was getting too close to the Great Fox's engines then pulled a summersault to shake off a pursuer. "Fara! What's the status on the hyperdrive!?" Fox shouted into his communicator.

The image of a young adult female fennec fox appeared on his comm screen, "74% charged. Get back to the ship Fox!"

Fox turned his ship around to see a dozen fighters closing in, with a large ship behind them, "Shit! Andross' ship is here." Fox locked on to the lead ship and fired off a nova bomb, vaporising the approaching squadron, "Sorry, Fara, if his ship gets into close range he'll destroy the engines and we'll be dead in the water. Make the jump now!"

"Fox! No please don't!" Fara pleaded over the comm.

"I have to and you have to warn General Pepper about this." Fox took a deep breath as he faced his maker, and watched as the ship began to disgorge more small fighters, "I love you Fara."

"I love you Fox." Fara shut off the comm as Fox accelerated into battle.

The first wave of laser blasts flew past Fox's cockpit as he unleashed his laser. Six were downed as he pulled up and back, only to feel his ship shake as two shot hit him from behind. He sent his ship into a spiral as he dive-bombed the flagship. One of the ship's main guns was charging up to fire at the Great Fox and Fox fired off a nova bomb down the gun's barrel, shattering the gun. "Three more to go." Fox checked his nova bomb supply, just three left.

Fox's ship shuddered in the impact of a dozen more lasers, struck his ship, dropping his shields to half. He ignored the damage and sent two more nova bombs down the barrels of the ship's guns. Warning sirens blared in his cockpit as laser blast sheared off his right wing. "Gah! Lock on, com'on!" He grit his teeth as the targeting system finally locked on to the last barrel, and fired his last bomb, shattering the last main gun. The wave of relief that washed over him was shaken away as his other wing was blasted off. Fox turned his ship around just enough to see the Great Fox's engine's charge up, a dozen more fighters that had gotten past him swarming over it. Then one shot took out his last engine.

"AAAAAAAAAAAAAAHHHHHHHHHHHHHH!" Fox's last scream rang out as his Arwing spun out and exploded.

Moments later, the Great Fox shot forwards and vanished into hyperspace.

 _And that was the day we lost everything._

 **Care Bears Family Adventures, Book 3: Space**

Chapter 1: Into the Sky

While the lurch into hyperspace usually caught people off guard, especially on their first time, the actual journey was smooth. This proved fortunate in the sick bay as Take Care Bear and Get Well Bear were hunched over an operating table where Cheer lay, her right side severely burned, arm and leg both charred to unrecognizable husks. Nearby, Confidence Heart Fennec lay sedated with bandaged wrapped cross-wise on the left side of her face the and another on the top of her left ear.

"I can't do this, I'm not ready for this," Get Well muttered under her breath.

"Get Well, focus. We can still save her," Take Care's voice was firm, but Get Well knew her mother was just trying to convince herself of what she said.

"OK, I just, why did this have to happen now," Get Well took a deep breath to calm herself, "We'll have to amputate her arm and leg." She briefly glanced up to where Defender Bear lay as Wish and Hope Bear stood over him. At least Cheer still had a chance to be saved.

Wish's face was stained with tears as she tried to listen to her mate's heartbeat, right next to the black burn scar on his chest where No-Heart had torn the phoenix spirit from his body. It was gone. "Oh Phoenix," Wish wept softly into Defender's body. Her hand strayed down to her tummy symbol.

Hope was doing her best to stay calm, but seeing her father's body on the table was tearing at her. "Mom…I…" She swallowed hard., unable to hold back the tears.

Wish looked at Hope, then down at her symbol and finally to Defender Bear. "I didn't save you last time but I will save you this time, no matter what."

Hope saw her mother's tummy symbol light up bright white as Wish placed both her hands over the burn scar on Defender's chest. "Mom, what are you doing?"

Wish closed her eyes as she focused all her heart into her words, "Great Wishing Star. I Wish for Defender Bear to come back to life!" The glow from Wish's tummy symbol lit up their corner of the sick bay as the light flowed through her hands and into Defender's body. At first nothing happened, then Wish felt Defender's pulse start again.

Defender Bear opened his eyes and stared up into the faces of his mate and daughter. "Hope? Wish? Where am I?"

Wish smiled, "In the Great Fox's sick bay…" Wish suddenly stumbled them collapsed the to the floor.

"Mom!"

"Wish!" Defender found he had all his energy back as he jumped off the bed and knelt at her side.

Wish's eyes were closing but she smiled up at Defender, "At least…this time…I saved…you," she reached up weakly towards Defender's face.

Defender and Hope grabbed her hand and Defender tried to conjure up his healing magic, only to find there was nothing there. Then it came back to him, No-Heart had torn his phoenix spirit from him, for the first time since he joined the Care Bear Family he was without magic.

Wish slumped limply against Defender and he checked her pulse as it beat slower, and slower, then finally stopped. Defender Bear and Hope Bear held Wish's body between them as they wept.

OoOoO

With only the bright technicolor of warp space visible out the windows, Tenderheart Bear, Soulful Heart Fox and Bright Heart Raccoon sat at a table in the observation deck, each nursing a cup of hot chocolate from the food dispensers to try and calm their nerves.

Tenderheart stared at the dark brown liquid in his mug for a full minute before he spoke, "How many got on board?"

Soulful Heart looked up, "Other than us: Confidence Heart, Wish Bear, Defender Bear, Hope Bear, Take Care, Get Well, Pace, Hugs, Perfect Panda and Connie."

"Assuming Confidence and Defender survive, and Cheer too." Tenderheart gulped, "She took a laser cannon blast before I pulled her in she looked." Tenderheart drew in a shuddering breath then exhaled, "I don't know…"

"This is all my fault."

Tenderheart and Soulful Heart turned to face Bright Heart. The raccoon's hands were shaking as he tried and failed to take a drink from his mug instead spilling it on the table. Soulful Heart leaned over, "What?"

"This is all my fault!" Bright Heart's shout took them both aback but he continued, "My friend from space I kept communicating with was Andross! If it wasn't for me he never would have found Earth and none of this would have happened!" He buried his face in his hands and began to sob. "Ge-Gentle Heart's d-dead bec-c-cause of me, they're all dead because of me!" he shook with grief as he let all his emotions out.

Soulful Heart and Tenderheart just stared at the sobbing raccoon for a minute, then Tenderheart reached over and took Bright Heart's shoulder. "Bright Heart? Bright Heart!" his raised voice caused Bright Heart to look up into Tenderheart's stern face. "This isn't your fault, none of this is your fault. You didn't know who Andross was, you never met him in person and you didn't help him or drive him into an alliance with No-Heart." Tenderheart stood up and his expression softened, "but if you need to let it out don't let me stop you, just remember: you didn't cause this."

As Tenderheart left the observation deck, Soulful Heart scooted his chair next to Bright Heart and gave the raccoon a hug. This stunned Bright Heart as Soulful usually recoiled at such advances and Soulful spoke, "He's right, don't blame yourself for this. I miss her too and everyone else, even the ones I couldn't stand."

Bright Heart said nothing else but sobbed and buried his face in Soulful's shoulder.

OoOoO

Unsurprised to see sick bay closed for surgery, Tenderheart instead took himself to the bridge. He passed by the passenger quarters where Contrary Heart Liger (or Connie as she preferred), her younger brother Patient Heart Liger (or Pace as most called him), Hugs Bear and Perfect Panda had passed out, the events of the day having completely drained them. Thoughts entered Tenderheart's mind as he passed by them, worry, fear, anguish, ones that could easily have been his own but he knew weren't. The brown bear slumped against the wall and hugged himself as tears began to flow from his eyes, "What's happening to me?"

"Need some help?"

Tenderheart looked up to see a pink cat in a pink Star Fox Team uniform without the flight jacket standing next to him. Katt Lombardi nee Monroe, Falco's wife and currently benched member of the team.

She repeated her question, "Do you need some help? I just got Kalico to sleep so I have some time."

"Your daughter, right." Tenderheart stood up as best he could against the wall, "I need help no one can give me. My home's gone, almost everyone I care about is dead and I can't get these voices out of my head," he ground the base of his palm against his forehead. "This is…this is more than I ever was prepared for: war, death, destruction. I thought all of that was for Love Heart and the Magi to deal with and I could just keep up my job of leading them and helping people care, now that's all gone…we lost." Tenderheart started to drop.

Katt hauled him to his feet, "First off if you're their leader then don't let them see you like that. You're still alive, we're still alive and we can make a difference." She sighed, "Just don't let it overwhelm you OK?"

Tenderheart nodded and wiped some tears from his eyes, "OK. I need to go see Fara. Excuse me." He turned and resumed his walk towards the bridge.

OoOoO

Tenderheart stepped onto the bridge to once again be greeted with the technicolor starburst of warp space on the view screen. He stepped down, next to the commander's chair where Fara Phoenix-McCloud sat. Fara was a fennec fox and Fox's wife; like the rest of the team she wore the Star Fox Uniform: a white flight jacket and boots with a uniquely colored flight jumpsuit underneath, in Fara's case violet.

Fara turned her head to face Tenderheart. "How's everyone holding up?"

Tenderheart continued to face out the view screen as he replied, "Bright Heart's having a breakdown; Soulful's doing his best to hold it together; Connie, Pace, Hugs and Perfect are all passed out in the crew quarters, I haven't seen Take Care, Get Well, Confidence, Wish, Cheer, Defender or Hope since they went to sick bay," Tenderheart put a hand on his forehead, "and I've had a headache since I saw the Earth break apart." Tenderheart gulped hard as he felt tears leak from his eyes, "I'm trying to hold it together for their sake."

"You're doing very well, all things considered." The voice came from Peppy Hare, a middle-aged grey hare whose jacket was longer and flight suit was red. "As for your headache, can you describe how it felt when it started?"

Tenderheart blinked and turned to Peppy, who was approaching him. "It felt like screaming inside of my head, millions of voices crying out in fear and pain and then stopping as we hit hyperspace."

Peppy nodded, "Hold still." He touched his hand to Tenderheart's forehead. Tenderheart felt a tingle go through his head as Peppy closed his eyes for a moment then stepped back. "I see. You're psionic."

"What?" Tenderheart was taken aback but Peppy kept explaining.

"You have psionic potential, likely always did but you never knew because psionic powers aren't well known on Earth compared to the Lylat system so no one would have tested you for it. When Earth was destroyed you heard the minds of all the people who died, crying out too loud for you to ignore." He patted Tenderheart on the shoulder, "We can talk more about that when we get back to the Lylat system. Falco, where are you going?" Peppy turned to watch the blue falcon with red eye-markings in the dark red flight suit leaving the bridge.

"I'm gonna check on Kat and Kalico. I just need to remind myself they're still here." Falco Lombardi exited the bridge.

At that moment Take Care's voice came over the intercom, "Tenderheart, please come to sick bay immediately."

"I have to go," Tenderheart turned and left.

"I'm going to check on Slippy, will you be alright Fara?" Peppy asked.

"I need some time alone." Fara turned to face the technicolorscape ahead of her as Peppy left, "ROB, ETA for the Lylat system."

"ESTIMATED TIME OF ARRIVAL: SEVEN CORNERIAN DAYS."

Fara nodded to the humanoid robot keeping the ship on course, then she dropped her head into her hand and cried.

OoOoO

Tenderheart was horrified when he entered the sick bay, seeing Confidence and Cheer lying on operating tables and Defender Bear and his daughter Hope Bear still crying over Wish Bear. Tenderheart swallowed hard and turned to Take Care, "You needed to see me?"

Take Care nodded, "I did. I thought I should give you an update on my patients." She led him to where Confidence Heart lay, the left half of her face and the now shorter top of her left ear wrapped in bandages. Take Care double checked her notes, "The upper third of her left ear is gone, it will slightly impair her hearing out of that ear but she'll still hear better than any of us. As for her left eye, at minimum her left eyelid and tear duct have been destroyed and more of her eyeball is exposed. Unless they have working prosthetic eyes in the Lylat system I'm going to have to create my own medical prosthetic so she can close her eye and keep it from drying out. Otherwise she'll live."

Confidence's right eye opened halfway, "ugg, phone…" she groped around for her tummy symbol and pulled out her cell phone and headphones. She tried to grab the headphones but Tenderheart grabbed her hand.

"Here, let me." He took the headphones, custom made to fit in her ears, and set them in her ears, "Should I just start with the last song on the list."

Confidence Heart closed her eye, "Uh-huh." Tenderheart pressed play and set the phone in her hand, making sure she wouldn't drop it before he moved on.

you tube (slash) watch?v=2Fq4cZ1nYaw

(Into the Sky by SawanoHiroyuki[nZk])

 _Do you feel alone?_

 _Can you hear me now?_

 _Your mind is so far away still on earth_

 _Many times you are hurting yourself_

 _You can't be just a life on the shelf_

 _It's only you that can fly this new unicorn_

 _Into the sky_

 _And it's every time, you hurt yourself with knives_

 _And I'm calling, calling out your name again_

 _If you're holding, holding onto fear I knew_

 _The blind can open, let light shine through_

 _And I say_

 _Why we can't stop all this sacrifice?_

 _I know that all the lies became the stone in your heart_

 _I wonder how long you gonna survive_

 _We didn't see all it's meaning_

 _You are the one for me_

 _Finally I can see_

 _Can you promise me_

 _You'll come back safe and help me?_

 _I'm counting on you to bring the peace we all deserve_

 _And maybe we'll be able to continue_

 _And it's every time, you hurt yourself with knives_

 _And I'm calling, calling out your name again_

 _If you're holding, holding onto fear I knew_

 _The blind can open, let light shine through_

 _And I say_

 _Why we can't stop all this sacrifice?_

 _I know that all the lies became the stone in your heart_

 _I wonder how long you gonna survive_

 _We didn't see all it's meaning_

 _And it's every time, you hurt yourself with knives_

 _And I'm calling, calling out your name again_

 _If you're holding, holding onto fear I knew_

 _The blind can open, let light shine through_

 _And I say_

 _Why we can't stop all this sacrifice?_

 _I know that all the lies became the stone in your heart_

 _I wonder how long you gonna survive_

 _We didn't see all it's meaning_

Tenderheart's eyes went wide and he had to suppress his gag reflex when they got to Cheer's bed. The entire right side of her body was covered in bandages, and her right arm and leg were completely gone.

Even Take Care couldn't suppress a shudder as the sight, "She was almost dead and we had to amputate her right arm and leg, they were already dead. Other than her head the right side of her body sustained severe second and some third degree burns, we're using some gel they use to treat burns but even with that her chance of survival is only 3%." She took a deep breath, "Please, we need to see Defender and Wish now."

Wish lay still on her bed, eyes closed and unmoving. Defender and Hope stepped aside as Take Care delivered her report, "Wish was fine when she came in, it was Defender Bear who was fatally injured. I couldn't do anything for him but…" Take Care took another deep breath and held it for a moment before she continued, "She used a Wish to save Defender's life and the energy she expended cost her her life. There was nothing I could do. Excuse me, I need to see Get Well." Take Care turned and hurried away.

"She saved my life." Defender Bear stood next to Tenderheart and stared at Wish's body and took her limp hand in his own. "She actually saved me this time and I couldn't save her." Defender raised his left arm to wipe his tears away.

Tenderheart turned to Defender, "Pheonix, I-"

"Please don't call me Phoenix anymore," Defender touched the burn scar on his chest fur, "No-Heart took the phoenix spirit from me, I can't use magic anymore." He looked up, "I…feel empty inside."

"You still have Hope," Tenderheart touched Defender's shoulder and they both turned to where Hope Bear had sat against the wall, sobbing quietly.

Defender's face hardened, "I do, and I promise I won't let anything happen to her."

"We'll have to put Wish on ice soon, we can give her a proper funeral when we get to Lylat. One for her and everyone else," Tenderheart looked away, "Excuse me, I need to go."

Tenderheart only stopped a few meters from sick bay before he broke down and started to cry, slumping against the bulkhead and sliding down to the ground.

OoOoO

Get Well was shaking in the surgical prep room. She had removed her bloody garments and tossed them into the clothing disintegrator (for maximum sterility clothing was recycled and then freshly replicated for each surgery) and was now staring at her shaking hands as she sat on a chair against the wall. She looked up when Take Care entered and sat next to her. "How are you holding up?"

"Terribly," Get Well leaned up against her mother, "I can't stop shaking and thinking about…everything."

"That's normal. First real time something serious happens you feel this way afterwards." Take Care sighed sadly and stroked her daughter's head.

"How do you deal with this, mom?" she looked up into Take Care's face, "the fact that someone might die if you mess up, how can you be so calm?"

Take Care looked down at her, so small and helpless, the same little cub she'd found abandoned in the Forest of Feelings. "Don't tell anyone, but I can barely handle this myself. I get scared every time I have to do something serious and I wonder 'will my skills not be enough this time?' but I have to bury those doubts and do my job. It's not wrong to be worried and you're not weak for this. No one is ever prepared for life-and-death operations, even if they tell themselves they are. We should put Wish's body on ice so we can have a proper funeral later," Take Care whispered.

Get Well said nothing, just hugged Take Care and shook as she started to cry. Take Care finally let the tears slip as she leaned back in the chair.

OoOoO

As soon as Peppy entered the hangar he heard Slippy crying. He found the young green-skinned frog wearing his blue flight suit crouched behind one of his work benches. He looked up when he heard Peppy approach. "Peppy," he hurried to dry his eyes, "I just…"

"It's alright." Peppy sat down next to Slippy, "I'm having a hard time accepting that he's gone too, just like James…" Peppy looked up to the ceiling, his eyes damp with tears, "Never thought I'd outlive both of them."

"What do we do now? I mean are we still Star Fox without Fox?" Slippy turned to Peppy.

Peppy sighed and lowered his gaze, "We'll be Star Fox as long as we can be. Fara will carry on for Fox and so should we."

OoOoO

Falco knocked on the bulkhead next to his and Katt's private room then stepped in, he found Katt seated on their bed watching the crib where their barely 1-year old child rested, a blue female kitten named Kalico. Katt stood up when Falco entered the room. "Falco I-" She didn't get another word out as Falco embraced her, finally letting his façade of indifference fall away.

"I just needed to remind myself that you're still here," Falco whispered.

Katt hugged back, "Me too. I was afraid you'd go out there too when Fox launched."

"I wanted to, just to make sure you got away, but I had to be here for you, and Kalico." Falco sighed as they dropped onto their bed. Falco finally let the tears flow as he kissed her. Katt kissed back, then lay her head on his shoulders. Both worn out, they fell asleep.

OoOoO

Pain was the first thing Cheer felt when she finally woke up two days later, followed by an absence of something on her right.

"You're finally awake, now please stay calm." Get Well was at her side in a moment.

"Calm? What happened? Why can't I feel my arm, or my leg?" Cheer turned her head right and her eyes went wide in shock as she saw the bandaged over spots where her right arm and leg used to be attached. She opened her mouth and was about to scream when she felt something squeeze her left hand. She turned to look into Tenderheart's sympathetic eyes.

"I'm sorry Cheer," Get Well spoke again, "we had to amputate them to save your life. We didn't think you'd wake up again or this soon. I have to go check on Confidence."

Tears had welled up in Cheer's eyes, "What am I going to do, Tenderheart?"

Tenderheart squeezed her hand, "Just hang in there, Cheer, We'll get you help when we get where we're going."

"How!?" Cheer's voice became shrill, "How can this be helped? I can't walk or write or do anything. I'm right-handed Tenderheart, I can't re-learn everything again, I can't even push myself around in a wheel chair or walk with crutches like this!" Cheer tore her hand away from Tenderheart and she clapped it over her eyes, trying to stop the tears. "I would have been better off dead!"

Tenderheart gave her a severe expression and pulled her hand away from her face, "Don't say that Cheer! Life is worth living no matter what happens and you have to keep going." His expression softened as she watched her choking back tears. "Now listen. While you were unconscious I spoke to Slippy and he told me that his wife, Amanda, is a cybernetics doctor. He sent a message ahead, and your medical information, and she says she can make you a replacement arm and leg once we get to the Lylat system."

Cheer sniffed, "R-really?"

Tenderheart nodded. "Really." He smiled, "This is the first good news we've had. Take Care said you have a 3% chance of surviving the operation but you beat the odds and came out of it." He squeezed her hand in both of his, "Just promise me you won't give up, OK, none of us have and we'll pull through this together, like we always do."

Cheer nodded, "OK. Thank you, Tenderheart."

"You're welcome. Be good for Take Care and Get Well, I have to see how everyone else is doing." He let got of her hand, but Cheer grabbed it and tried to pull him back, Tenderheart didn't resist.

"Here, for you," she pulled his face down to his and gave him a brief kiss, "For keeping me going now, and after Champ died."

Tenderheart blushed, "Thanks. Just get some rest, Get Well will be back once she's done with Confidence."

OoOoO

Pace, Hugs and Perfect sat together at a table on the observation deck, all watching Connie who was standing at the window and staring at the technicolor warp space behind them. All three were thinking the same thing but Hugs was the first to talk. "Is she ever going to talk to us?"

"I don't know, she's lost most than most of us," Pace said, "Not just the rest of our family but Tugs…and Marina…"

Hugs' head drooped. Marina Bear, Connie and Tugs' daughter and her niece had been among those not on the Great Fox when they took off. "Yeah. I guess even if I lost Tugs and Grams I still have you and Get Well here, Pace."

"Tenderheart says that Confidence has it just as bad, if not worse with her injuries." Perfect Panda turned to Hugs and Pace, who were staring at him, "What?"

"Sorry," Pace averted his gaze.

"It's just weird hearing you talk like that," Hugs said.

"Without the rhyming?" Perfect rubbed his head where he could feel a small dent in his skull, "Ever since we lost the valley I just haven't felt it. Maybe it's because I lost Polite or the head injury I took, though Take Care says I didn't take any brain damage. Either way I just can't do it anymore." He sighed and stood up, "I'm going to talk to her."

Contrary Heart liger didn't even register when Perfect walked up next to her. She was leaning forwards with her head rested on her folded arms on the railing in front of the window.

Perfect cleared his throat, but Connie didn't respond. "Hey. Are you gonna stand there for the whole ride to Corneria?"

Connie grunted.

"Connie, please talk to me."

Connie growled.

"You can't just ignore us forever."

"Go away." Connie's eyes narrowed.

"Why, so you can stand here and sulk?" Perfect glared at her.

"Shut up!" Connie snapped as she stood up, "I'm not allowed to be sad when I lost my family?! My husband!…my daughter…"

"You're not the only one who's lost those and lived! At least you got out intact, some of us weren't so lucky!" Perfect shot back.

Connie was about to shoot back when a voice from the entrance silenced them, "Enough! Stop fighting!" All four of them turned to see Tenderheart enter the room. He glared at the assembly then sighed. "We've all lost people who are dear to us and some of us have lost limbs too." He put a hand on Hugs and Pace's shoulders as he passed them, "But we can't let that tear us apart here. Connie, I know it hurts, we all know it hurts, but please don't take it out on Perfect." He put his hands on both of their shoulders then looked from Connie and then to Perfect and then turned around to the group, "This is war, and death and things none of use were prepared for. We're going to have a lot of tough lessons ahead but we can't take it out on each other. Even if we're the only ones left we can still help people, even if that means we have to fight too."

The silence hung in the air for a moment before Connie spoke, "you're right. Sorry Perfect I… I need some time to process everything." She had started to tear up and rubbed her left eye with her left hand.

"We have about five days before we get to the Lylat system and all the time to talk about it." Tenderheart did his best to smile, "I'll be here to listen if any of you need to talk."

"A true Care Bear to the end." Perfect clapped Tenderheart on the back.


	2. From the Ashes

Chapter 2: From the Ashes

Bright Heart's eyes were red and puffy as he entered the docking bay. He rubbed his eyes as he walked around, looking at the four Arwings still in their docking stations, before he stopped in sight of where Slippy was staring at schematics on the screen over his workbench. Bright Heart opened his mouth to speak, then stopped and turned to walk away.

"Last I checked, it's bad manners to walk up to someone without saying anything," Slippy looked up. "Come to see what I'm working on?"

"Sort of…I mean I need something to do for the next four days," Bright Heart scuffed his feet on the hangar floor.

"Take a look, I could use a second head to help me with this." Slippy watched as Bright Heart remained where he stood.

"Thank you…but I shouldn't…I mean I…" Bright Heart swallowed hard.

Slippy stood up from his workstation and turned fully to face Bright Heart, "Is this because of your talks with Andross." He saw the raccoon's surprised face and continued, "Tenderheart told everyone and we all agreed that it's not your fault. You didn't know who he was, that and the last time you spoke to him was over a decade ago, back then he was just starting to go crazy and he was still respected in some circles. If what he said is true, that he was about to be involved in a war, it would have been right before General Pepper banished him to Venom. A lot happened after that and we don't blame you for this."

Bright Heart tried to smile but only managed a weak one before walking over. "Thank you."

"Just a word of advice: don't tell anyone back in Lylat about that. They aren't as understanding so you might just end up being tried in a military court for conspiring with an enemy of the Cornerian Government." Slippy turned back to his work.

Bright Heart wiped some sweat from his brow then took a deep breath, "So what are you working on?"

"A new metal I've been stuck on the concept stage for a couple years now. It's much more durable than the ceramic titanium we use for the Arwing's armor but too heavy for fighters, perfect for larger ships though." Slippy tapped the screen and switched to a different schematic, "And these particle beam weapons that could supplement or replace plasma lasers if I could figure out how to keep them from overheating so fast." He turned to the raccoon, "Have any insight?"

"Maybe…" Bright Heart scratched his chin, "I really don't want to be designing weapons…"

"It's your choice, but if I can correct these flaws before we get back to Lylat then it would significantly boost our ability to fight No-Heart and Andross when they show up."

Bright Heart held his breath for a moment, then pulled another stool up and sat next to Slippy, "OK. Let's see…"

OoOoO

"Alright, Confidence, just sit still." Take Care carefully unwrapped the bandages from Confidence's ear. Her left ear had lost a third off the top and the stump had healed. "Your ear tip has stopped bleeding. You won't hear as well out of this ear but I suspect you'll still hear better out of that ear than most of us. Now for your face." Take Care set the bloody bandages in the garbage tray and set about removing the bandages wrapped around the left side of Confidence's face.

Confidence didn't even flinch as the bandage was unwound. The cool air of the sick bay hit the now exposed injury around her eye; she tried to blink but only closed her right eye. "My eye." Confidence Heart reached up to the left side of her face, but Take Care stopped her.

"Don't touch, look in this." Take Care handed Confidence a mirror. Confidence held it up and her right eye went wide as she saw her disfigured reflection in the mirror.

"It's not pretty. Just hold still, I have something for you." Take Care carefully set a mask over Confidence's face, secured around her head with tight belt-like strap. Confidence looked out of the clear eye-holes of the mask and into the mirror. It was a plain white mask the completely covered her entire face except for her snout, nose and mouth.

"Try to close your eyes." Take Care instructed. Confidence did, her right eye closed then there was a click and the left eye cover shut over her eye. She opened them again and there was another second before the cover opened.

Take Care nodded, "It's crude, but with your eyelid and tear duct gone this mask will let you sleep and keep your eye from drying out; it covers both eyes so it can read your right eye's movements when you blink or close and react accordingly. You'll need to have it recharged and the fluid refilled every so often. I'll make something better when we get to Lylat."

Confidence Heart set the mirror down, "May I leave, Take Care?" her voice was flat

Take Care nodded, "Yes, but come and see me if your eye starts to bother you."

"I will." Confidence stood up from the bed and walked out of sick bay.

Confidence Heart found Tenderheart, Peppy, Defender Bear and Hope Bear on the observation deck. She did her best to ignore them and went to the food replicator for some coffee. The sound of the machine drew their attention and Hope was the first to approach her.

"Confidence Heart, why are you wearing a mask?" She peered curiously at the white mask on the fennec's face.

Confidence took a drink from the coffee before she answered, "For my eye. Ask Take Care." She turned away from Hope and walked to the window, coffee still in hand. Hope felt a chill run through her at Confidence's words, that issued forth as if from a machine, and immediately went back to her father's side.

Tenderheart and Peppy walked closer to Confidence who didn't even seem to register their presence. "Confidence, are you alright?"

Confidence ignored the question as she asked one of her own, "So there's only 13 of us left?"

"13 Care Bears. We'll have to give everyone a proper funeral when we get to Lylat." Tenderheart looked down at the deck, "Wish is the only one we can send off."

"OK." Confidence Heart finished off her drink then threw it to garbage disposal chute, which was a matter recycler. A small burst of wind flew with the cup and burst on the wall as the cub fell into the chute. "At least I can still do that."

"That's good," Tenderheart smiled, "Just hang in there, Confidence and relax until we get to Lylat." Confidence didn't respond.

Tenderheart gave her a worried look and turned to Peppy, who had stayed silent throughout the exchange. "Don't force anything on her, unless she's doing something self-destructive. Right now she just needs her friends nearby."

"Alright," Tenderheart looked around and spotted Defender sitting at a table and staring at the tabletop while Hope had gone to get something to eat from the food replicator. "Excuse me."

Defender Bear looked up at Tenderheart as he sat down across from him. "Are you holding up OK, Defender?"

Defender looked down at the table again, "I'm trying. I know my phoenix spirit didn't define me but I still lost my magic and Wish… I know why she did it, she wanted to repay me for every time I saved her life with my magic, I just…"

"You wish it had been you right?" Tenderheart said. Defender looked back up as Tenderheart continued, "I felt the same way after The Prank destroyed Paradise Valley and after it killed Love-a-Lot and Champ." Tenderheart clenched his fists and let out a sigh, "It's survivor's guilt and it's alright to feel this way but you can't let it consume you. You still have your life and your family, especially Hope," Tenderheart looked over to Hope Bear who was waking back over with a tray that had three bowls of soup on it.

Defender smiled, "Thank you, Tenderheart. I still need some time."

OoOoO

Get Well, Pace and Hugs were all in the guest quarters, Get Well across from Pace and Hugs paced the floor. Hugs chewed on a nail then turned to the two. "Guys, I think I'm going to ask to join Star Fox when we get to Lylat."

Pace just stared at her while Get Well stood up, "What?"

Hugs faced Get Well head on, "I want to do something to help, not just sit around and wait for No-Heart to show up again." She smirked, "Maybe I can be a fighter pilot."

"That's nuts!" Get Well's voice raised, "Why do you want to do that? You don't even know how to fly one of those things?"

"So what? I'll learn," Hugs looked to Pace. "What do you think, Pace?"

Pace did his best to keep his eyes on his two friends, "I'm not going to stop you, Hugs, but I think it's dangerous. I'll still support you."

Hugs smiled and sat down next to Pace, "Thank you, Patient Heart." Pace blushed.

Get Well sighed and threw up her hands, "Fine then. At least I'll be here to keep you out of trouble."

"Thanks, Get Well." Hugs said.

Paces face was still red as he took a deep breath, "Hugs, I have a crush on you."

Hugs turned to Pace, her eyes wide, "What?"

"I have a crush on you, I've had one on you for years but I didn't say anything because I wasn't sure how you felt or how to tell you and then I was in college for years. I could never find the right time to tell you but now, with everything we've lost I don't want to risk never telling you if something bad happens." Pace took a breath to recover from his long confession and turned his still red face away from Hugs.

Hugs just stared at the liger for a moment, then carefully took his chin and turned him back to face her. "I wish you'd told me sooner, before all of this happened."

"Do you…feel the same about me?" Pace forced himself to look Hugs in the eyes, though he desperately wanted to avert them.

Hugs just stared for a moment, then smiled and gave him a kiss on the nose, "I do, maybe just as a friend but with things like they are now I'd like to see what happens. Some comfort would be nice."

Get Well shook her head and smiled, "Took you two long enough."

OoOoO

Connie had wandered the ship in somewhat of a daze for the past couple days. There was nothing to look at out the windows beyond the technicolor seizure of warp space and she'd seen most of the ship already. Part of her was still coming to grips with everything that had happened; she had to accept it but even so she hoped fervently that all of the events would prove to be a bad dream.

Connie eventually found herself in the docking bay and looking at the arwings still at rest in their docking clamps. Her gaze was drawn to Perfect Panda, who stood next to one of the fighters with his hand on the fuselage.

Her own problems momentary forgotten, Connie called out, "Perfect! What are you doing here?"

Perfect didn't flinch but turned to face Connie as she approached. "Just thinking about my future prospects. You?"

Connie sighed, and her troubling thoughts had returned. "Trying to get my mind off things." She looked up to the fighter that now loomed overheard. A thought entered her mind and she smirked, "I think I'm going to learn to fly one of these things."

"Excuse me?!" the voice came from two sources, Perfect Panda and Soulful Heart Fox.

Concerned for Bright Heart, Soulful Heart had come to the docking bay to check on him, but found him engrossed in his work alongside Slippy, a positive change from how he'd been the previous day. He had intended to leave until he spotted Connie enter and stuck around just long enough to hear what she had said. Now he stood with his arms folded and scowling slightly at Contrary Heart, "Did you just say you want to be a fighter pilot."

Connie glared back at Soulful, "I'm going to be a fighter pilot."

"And why is that? Because you want to get back at No-Heart for what happened?" Soulful Heart.

"Yes!" Connie's shout made Perfect recoil but Soulful stood his ground. "Don't you?!"

Soulful grit his teeth for a moment before he answered, "Yes, I do, but I don't think we should be jumping into fighters to be shot at."

"So what should I do? Just sit around and let everyone else fight for me!?" Connie's tail had frizzed out and was swishing back and forth in agitation, "I lost everyone, Soulful, everyone except for you and Pace and I'm not going to let anything hurt them!" She raised her fist, "I'll make them pay and make sure nothing happens to anyone else in my family!"

Soulful Heart was about to reply when Perfect spoke up, "I agree with Connie."

"What?" Soulful said.

"Really?" Connie turned to face Perfect.

The panda's face was serious as he continued, "No-Heart and Andross aren't just going to let us get away, they're going to come hunting for us and I don't think the Care Bear Stare is going to be much use against fleets of robotic combat drones and starships." He sighed, "much as I hate to say it we need to fight on their level if we want to survive, let alone win."

Soulful Heart looked from Perfect to the much calmer Connie, then turned around, "Alright then, do what you want. Just remember to dig an extra grave for yourself."

Connie winced at Soulful's words but let him go and turned to Perfect, "Thanks."

Perfect nodded. "No problem."

OoOoO

"How's Cheer holding up?" Tenderheart stood in front of Take Care in the sick bay.

Take Care nodded over to where Cheer sat in a wheelchair in front of a video screen, watching something neither of them could distinguish, "She's been doing better ever since you told her about the chance of getting fully functional prosthetics, but for now she's just trying to keep herself busy until we get to Corneria. Is there anything else?"

Tenderheart shook his head, "Everyone else is just trying to keep busy, most of them have come to me to ask what we should do when we get there. I think I have some ideas but we'll have to wait for that."

"Alright. If you'll excuse me," Take Care turned and went into the sick bay's office.

Tenderheart was heading back to the guest quarters to get some sleep when he heard the sound of crying nearby. He stopped then followed his ears until he stopped at Fara's cabin. The sliding door had jammed open with Fara's flight jacket lodged in the doorway. Tenderheart knocked on the door, "Fara, can I come in?"

There was some muffled noise on the other size then Fara opened the door and stood, wiping the tears from her eyes. "Tenderheart. Sorry did you need something?"

Tenderheart stood eye-level with Fara (Lylatians and Care Bears were around the same stature) and reached out to her, "No, but I think you need some help. It's about Fox." It wasn't a question.

Fara nodded and motioned for him to come in. Tenderheart stood nearby as Fara sat down on her side of the bed. Fox's side was still unmade from the last time he had slept in it. "I'm trying to be strong for everyone, but he's gone, I miss him and I know everyone does too. Every night I can't help but cry to sleep. I can still smell him in here but it gets fainter every night and when I wash or recycle these sheets and blankets…that's the last time I'll ever smell his scent." Fara had started to cry again.

Tenderheart walked over and extended a hand to Fara, "Believe me, I know how you feel. When I lost Love-A-Lot I…" Tenderheart drew in a shuddering breath as he felt the memories resurface, "I felt like I had lost everything worth living for. I can tell you, it never gets easier no matter what you tell yourself. It's not wrong to feel that way as long as you keep moving forwards, but keep them locked in your heart and remember: he would want you to move forwards too."

"I'll try," Fara looked up at Tenderheart, "how did you learn all of this?"

Tenderheart couldn't resist a smile and a chuckle, "I'm a Care Bear and a leader, this is what I'm good at, that and being a stickler for organization if you believe anyone else you ask."

Fara couldn't suppress a small giggle, "Thank you."

OoOoO

"LYLAT SYSTEM APPROACHING. PREPARING TO DROP OUT OF WARP."

Fara was sitting in the command chair as she heard ROB's report, "Thank you ROB. Open a channel to General Pepper as soon as we're in range then take us into orbit around Corneria."

"AFFIRMATIVE."

A few minutes later, General Pepper's face appeared on the communication screen. The General was a yellow dog in a red military uniform and hat with a general's rank insignia on the chest. "Ahh, Fara Phoenix-McCloud. Where is Fox?"

Fara took a deep breath, "I have a lot to report…"

OoOoO

Everyone had gathered in the docking bay as Peppy, Fara and Slippy prepared to board the shuttle parked off to the side. Slippy was in a business suit with a white lab coat over top, Peppy was wearing a formal Cornerian military uniform and Fara was in a business dress.

Fara straightened up and turned to face everyone else in the bay. "Peppy and I are going to make our report to General Pepper, as part of our contractual agreements, and then Slippy and I are going to see my father, Warren Phoenix, to discuss some plans we have for the Future of Star Fox. At the moment you Care Bears are refugees so you need to stay on the Great Fox until I can get you some form of asylum on Corneria. If any of you have plans I suggest you make them by the time we get back as, if things go as planned, the Great Fox will be leaving orbit once I return." Fara listened to them affirm her words, then turned and stepped on to the shuttle, which took off towards the planet below.

As they watched it leave, Tenderheart stepped forwards and turned to the Care Bears assembled in the bay, (with Get Well standing behind Cheer's wheelchair), "Care Bear Family. I have a something I wish to say: I think we should all join the Star Fox team."

The bay was silent for a moment, but Take Care was the first to speak, "Why do you think we should do that, Tenderheart." Her voice was stern but not aggressive.

"Because, Take Care, I've been thinking a lot on the trip over and done my best to talk to everyone. We all want to do something to stop Andross and No-Heart, whether that's fighting," Tenderheart turned to Connie, who averted her gaze, "or working to improve our changes to fight," he turned to Bright Heart, "but mostly that we don't want to just sit in a refugee shelter on Corneria to wait for them to arrive. They could be here soon and even I want to fight them, if for no other reason than none of us want No-Heart to do to any other planet what he did to Earth."

Perfect raised a hand, "But what if he just shows up a couple hours or two days from now?"

"Oh please." Falco snorted, which drew everyone's attention, "I hate that mad monkey megalomaniac as much as the next decent Lylatian but he only has a damaged flagship and maybe one or two hundred fighters. I know we need to pull the Conerian's military's tail out of the fire all the time but even they aren't incompetent enough to fail to stop that small of an attack. He's gonna have to stop somewhere to make repairs and build more ships so we got plenty of time."

Tendheart nodded, "Good. What do you all say? I won't begrudge any of you if you choose to stay behind."

"I'm in." Confidence Heart was the first to speak up.

"Me too," Connie piped up.

"Me three!" Hugs jumped up and raised her hand.

"I'll go too. I want to help fight to protect everyone," Defender said.

"I'm going with dad," Hope piped up.

"I'm not staying behind then, as long as I get my new arm and leg." Cheer raised her left hand.

Take Care sighed, "I'll have to go too. I'm not going to abandon you."

Get Well raised a hand, "I'm not staying behind."

"I'll join up," Perfect said.

Soulful nodded, "I'm not going to live in a refugee shelter surrounded by strangers. I'll join."

"I agree, I'm joining," Bright Heart raised a hand, "Besides I want to see more of everything they've developed."

Patient Heart Liger was the last to speak, "I still don't know about this but I don't want to be left behind. I'll join too but I'm not going to fight."

Tenderheart nodded, "You don't have to fight, there are other ways you can help. Looks like we're all in then."

Three hours later, Tenderheart had gathered everyone back in the docking bay to meet the returning shuttle. Only Fara and Slippy stepped off.

"Hey Fara, where's Peppy?" Falco called.

"He stayed on Corneria to help General Pepper prepare for Andross' return. But I have good news: the remaining Care Bears and Cousins have been registered as refugees and you can head down to the domestic shelter at any time." Fara turned to the Care Bear Family.

Tenderheart cleared his throat, "Actually, Fara, we've all decided to join Star Fox to help fight against Andross and No-Heart."

Fara smiled and then laughed slightly, "Haha, well I'm not sure how surprised I should be but that speeds things up." She pulled out her communicator, "ROB, set course for Fichina, we're going to Space Dynamics."

"AFFIRMATIVE."

"Wait, what's Space Dynamics?" Cheer asked.

"Space Dynamics is a subsidiary of Pheonix Enterperises, my family's company," Fara said as she opened the docking bay doors and led the procession back into the ship, "It's also the primary technology and weapons supplier and manufacturer of the Cornerian Military. Their headquarters used to be on Corneria but a few years ago it was relocated to a large space station in orbit around Fichina, which could be best described as an 'ice planet' that is used as a garrison by the Conerian Military. I spoke to my father and after he saw the finished plans that Slippy and Bright Heart made for the new alloys and weapons he gave me full control of the station. So we're going there to make to get ready for Andross and No-Heart's return."

Slippy slowed down until he was walking alongside Cheer's wheelchair, "I called Amanda while we were down there, she'll be at Space Dynamics when we get there and we can get you into cyber-surgery right away."

Cheer sighed, then stared at where her right arm and leg used to be, "Thank you."

OoOoO

The Space Dynamics space station was a massive steel-grey complex, easily large enough to house a ship four times the size of the Great Fox in zero-g drydock. The main section was conical in layout with several floors at various intervals attached to a huge drydock section, housed in a giant hangar with construction pylons and cranes extending all the way across the sides.

Fara gave her first genuine smile since they had left Earth and turned on the ships intercom, "Everyone prepare to disembark from the docking bay. We've arrived at Space Dynamics."

"DOCKING PROCEDURE INITIATED. TURNING CONTROLS OVER TO AUTOPILOT."

Fara nodded to the robot, "Very good, ROB, prepare to disembark with us."

"AFFIRMATIVE."

OoOoO

The ride from the Great Fox into the station was cramped, with all 17 of them other than Take Care crammed into the shuttle with ROB at the controls. Thankfully it only lasted a couple minutes and they gratefully disembarked.

"RETURNING TO RETRIEVE FINAL PASSENGERS." Once everyone had disembarked, ROB flew the shuttle out of the station's docking bay and back to the Great Fox. Everyone knew he was going to pick up Take Care, and Wish Bear's body.

Fara did her best to divert attention from that thought as she spoke, "Welcome to Space Dynamics, the largest manufacturer of alloys and military equipment in the Lylat system. This station is an R&D facility, foundry, manufacturing plant and training and testing facility for everything onboard, including combat and flight simulators programmed with multiple scenarios and training programs." She turned to face the assembly, "We're going to be living here for a few months, if things go as planned. Don't worry about the soldiers you see around, they're based in the military installations on planet Fichina below, just don't let them provoke you into a fight. Any personal items we have will be brought over from the Great Fox by tonight."

"Hold on, why are we taking everything off the Fox?" Katt spoke up. Falco had volunteered to carry Kalico off the ship.

Fara took a deep breath before she broke the news, "We're going to need a larger and better armed ship for the battles ahead, one that can accommodate a least a dozen ships if not more and one that can defend itself better if attacked, so we don't have anther incident like in Sector Z."

"You mean when pulled your tails out of the fire?" Katt smirked and nudged her husband gently with her elbow. Falco rolled his eyes and muttered what sounded like 'thank you' under his breath.

Fara nodded, "Exactly, and part of the agreement is that we need to strip the Great Fox for parts since we won't be using it. The Arwings will be towed into the station's docking bay before the construction begins. Just a moment, the welcoming committee is here." Fara walked ahead and spoke to a small assembly of other Lylatian workers who had approached the group.

Confidence's ears twitched as she could pick up on the conversation and she repeated what she heard out loud, "They're greeting her, and asking what's going on. Fara says that she's in charge now and…they're grumbling but accepting. She's telling them about us and…here they come."

Fara approached and motioned for the youngest of the assembly, a collie in a blue worker's jumpsuit, to step forwards. "Ralph will show you around the station and to the living quarters. There should be enough space for most of you to have a room to yourselves."

"Excuse me!" a shout came across the docking bay.

Slippy recognized the voice and was the first to turn and spot a tall pink toad in a doctor's coat jogging towards them. He brightened up, "Amanda!" He took off like a shot, half-running and half-hopping across the hangar, only slowing to a stop when he reached Amanda. The rest of the group watched as the two frogs embraced and kissed, which would have been an odd sight to them if they hadn't seen Jolly Heart Platypus and Cozy Heart Penguin kissing back on Earth.

The married couple's reunion was interrupted when Amanda approached the group and walked up to Cheer Bear. She gave an unflinching look at the stumps where the bear's arm and leg had once been, "This looks pretty bad, but don't worry I can fix this. My name is Dr. Amanda Toad. Do you mind if I wheel you away now?"

Cheer looked over at the others, then caught Tenderheart's eye and he nodded to her with a smile. "I'm ready," Cheer turned to face Amanda.

"Good." Amanda started to push Cheer's wheelchair away from the group. "I'll talk to you later Slip, I love you."

Slippy couldn't help but blush as he waved goodbye to his wife, "Good luck, Amanda. I love you." He turned to Ralph, "OK so about that tour?"

Ralph nodded, "Alright, if you'll follow me I'll show you to your quarters." He motioned for them to follow as he led them out of the docking bay.

OoOoO

The last thing Cheer remembered was Amanda putting a mask over her mouth and nose and telling her to relax, then she woke up in a different completely white room. She groaned and tried to roll over, to block the light from her eyes, but felt a familiar weight on her right side. She turned to look to see a metallic limb sticking out of what had been an empty shoulder on her right arm what seemed like moments ago. It looked like it had come off one of those muscle models used in medical labs, no skin or fur just metallic bones and muscle; a glance downwards confirmed that a right leg had been installed and attached to her right hip. She smiled and tried to move, then frowned when nothing happened.

"Cheer Bear? Cheer Bear can you hear me?" Amanda's voice came from a loudspeaker on the wall. Cheer used her left arm to force herself into a sitting position, her new leg hanging off the bed by the knee like a real leg would. She could now see that she was in a white room with a window in one wall where Amanda stood on the other side of the glass at a console. "Good, you're awake."

"Amanda?" Cheer squinted to make sure it was her then started to panic when she remembered what had happened, "something's wrong, I can't move my new arm and leg!"

"Nothing's wrong, this is perfectly normal," Amanda watched Cheer to make sure she was calming down. "You just had new limbs attached and your body is still trying to learn how to use them, even with the nerve endings attached. You're going to need to spend a couple weeks learning how to walk and use your arm properly, especially while you're stuck in quarantine."

Cheer's eyes went wide again and she would have stood up if she could get her leg working, "Quarantine! Am I sick?"

Amanda shook her head, she'd heard this all before, "No, this is standard procedure." She paused, "Do you know how your immune system works?"

Cheer nodded, "You mean how the white blood cells kill germs that make me sick?"

Amanda nodded, "Yes. Sadly, our immune systems aren't as sophisticated as that. They don't attack 'germs', viruses and bacteria, but rather they attack any foreign entity inside your body. The hookups for your artificial limbs will be seen as foreign entities by your immune system and your system will attempt to attack them which is painful and dangerous. In order to prevent that we have to give you an immune suppressant so your body will adapt to the artificial limbs' presence, but that immune suppressant also makes it much harder for your immune system to fight off any germs that do get inside your body so until the adaptation period is finished it's safest if you remain in a sterile quarantined environment, which should be about two weeks."

Amanda noticed the shocked expression on Cheer's face and spoke again to reassure her. "It used to be a lot longer. I developed the immune suppressant that you're using and it's been used to facilitate organ donations and the reason I was able to get the grant to develop fully functional cybernetic prosthetics like yours. The trade-off for cutting down the recovery time is that your body might accidentally adapt to any diseases you pick up during the process and could become permanently sick. Still, two weeks in here is better than several months getting sick all the time."

"So how do I re-learn to walk?" Cheer stared down at her right leg, "And is it going to look like this forever?"

"I'll help you with that, and I'll be able to add synthetic skin, fur and nerve endings once everything is calibrated so your arm and leg are the same strength as your originals."

Cheer seemed to deflate a little, "So I'm not going to have a super strong arm or leg?"

Amanda shook her head, "No, but they will be more durable. I know it sounds appealing but having a super strong arm doesn't really work because it's still attached to a flesh and blood shoulder and body so it could do more damage if you try to lift or hit anything with it. Also if the arm and leg are stronger or faster than the originals then it will throw off your balance and make just walking around much more difficult; I can make programming tweaks remotely until it feels just right but until I'm finished with that you won't have any feeling in that arm or leg so it will feel awkward. Now as to your arm and leg, getting them to work will take a while and you will have to use the wall for support. I would like you to try and make your way across the room to the chair you see over there."

Cheer finally noticed the setup on the other side of the room: a desk chair in front of a computer console next to a food replicator and a sign with the word 'BATHROOM' stuck over top of a door. "Over there?" she pointed across the room.

"Yes, lean up against the right wall and try to get over there. Just try to walk naturally," Amanda said.

Cheer took a deep breath and forced herself to stand. Despite the lack of feeling in her new right leg she was able to balance on it until she leaned up against the wall. She had to lunge her left leg forwards and drag the right leg forwards one step at a time, terrified she'd fall and be unable to stand.

As if reading her thoughts, Amanda spoke up again, "If you fall over there's a robotic arm and harness in the ceiling that can get you back on your feet."

Cheer glanced up to the robotic arm in the ceiling, at least that was some reassurance. A couple steps from the chair, she was able to get the leg to move half-a-step forwards before she finally slumped into the office chair. "Did I move it?"

"Slightly, not bad for a first try but you'll need more time to work on it. Now we need to keep trying if you want to sleep in the bed instead of the chair tonight."

Cheer groaned, "Can I get some food first?"

"Of course."

As Cheer ate, a thought occurred to her. "Amanda, why are you here, I mean this is a military lab isn't it?"

Amanda chuckled, "Technically this is a civilian installation contracted to the military, but the reason I'm here is because this facility is the best place to test new alloys and technologies for my prosthetics. A set of contracts give me a chance to test everything especially on soldiers that have lost limbs. Now once you're finished eating we can get you back to learning how to walk again."

Cheer sighed and dug into the food she had replicated.

OoOoO

Bright Heart and Slippy had gone to the R&D lab to oversee the development of the new alloys. Slippy had uploaded the schematics to a display screen in front of the other engineers and scientists. "Alright, these are the three new pieces of equipment we're going to be working on. The first is the directed particle energy weapons, or more practically known as a beam gun. It has a slower fire rate and higher heat generation than a plasma laser but thanks to Bright Heart," Slippy motioned to the purple raccoon, who was wearing a white lab coat, "We've brought the heat down to manageable levels to let this weapon be mounted on fighters and battleships. We're going to be developing a working prototype as soon as possible for testing. Bright Heart?" he turned things over to Bright Heart as he changed the screen to a different diagram.

Bright Heart took a deep breath and turned back to the assembly, "We also have two alloys we're going to be developing as well. The first we've named 'Durabillum', an alloy that's denser and more durable than the ceramic titanium alloy used on most ships, fighters, and bases. The weight makes it unsuitable for fighter construction but it's perfect to use as the armor plating for larger ships, so we'll need to get to it for the new Great Fox. Then there's this," Bright Heart changed the screen to a new diagram, "Laminate Tatanium. It's as durable as Durabillum but much lighter then ceramic titanium. The problem is that in order to achieve this it spreads the energy of impact out the edges which means that making anything out of interlocking parts will create too many buckle-points along the structure. We need testing to find the best way to construct a fighter with this material."

Slippy clapped his hands together, "Alright, everyone, get the machines ready." He turned to Bright Heart, "Nervous?"

"Yes, but I can do this." Bright Heart took another deep breath and they went to work.

OoOoO

Cheer limped across her quarantine cell. Struggling to move her new right leg. Amanda watched her and nodded, "Not bad, but keep at it. You're on track."

Cheer sat down hard in the chair and managed to raise her prosthetic right arm to try and poke at the replicator. "This still sucks. How much longer am I going to be stuck in here?"

"About a week if you keep this up, by then your immune system will be back up to its regular ability." Amanda said. She watched as Cheer took a paper cup of water from the replicator and accidentally crushed it.

"Crud!" She forced the false hand open and dropped the paper cup.

"Just keep at it and you'll be using your new limbs in no time," Amanda reassured her.

"Is everything alright?" The voice came from Tenderheart Bear, who had just approached the window.

Cheer smiled and waved to Tenderheart with her left hand, "Making progress. Thanks for showing up."

"Sorry, everyone's busy with getting ready to join Star Fox, but I wanted to make sure you were alright." Tenderheart leaned up against the glass.

Cheer stumped over and put her left hand up against the glass against his. "What about Wish?"

"She's still on ice. We're waiting until you can attend the funeral," Tenderheart hung his head.

"Thank you," Cheer said.

OoOoO

Contrary Heart stepped out of the long simulator pod and scowled slightly, "Still stuck on level 5." She looked up and around the bay, twenty cockpit shaped simulator pods on were arrayed in rows of ten either side of a long hall and a larger console where the simulations were monitored.

Another simulator's hatch opened and Perfect Panda stepped out. He smiled and waved to Connie, "I just finished level 4, how about you?"

"Can't get past 5." Connie leaned up against the simulator. "Two weeks at this, I'm never going to finish all the courses."

"Just keep at it and you'll get it. You're ahead of me," Perfect chuckled.

Connie smirked, "True, but still…" She looked over to the one next to her where Tenderheart was plugging away. The console on the side of the machine showed him at the end of level 7 out of 100.

At last the hatch opened and Tenderheart stepped out. "Whew. Getting tougher now." He looked up at the two who had watched him step out, "Want to get some lunch?"

"Sure." Perfect nodded.

"I'm gonna wait for Hugs." Connie looked at the simulator next to Tenderheart's.

While they were talking, Confidence Heart emerged from her own at the opposite end of the hall. The console on her machine said level 12. She didn't pay any heed as she turned and walked down the opposite exit to where the rest of the Care Bears had departed. A moment later Defender emerged from his own simulator, which read level 10. He spotted Confidence right as she disappeared around the corner then followed after her.

Confidence Heart stepped into the combat range, a large field full of hologram generators that could generate enemies for her to fight. She entered the last level she'd beentried and took the charge pistol off the weapons rack.

The white mask on her face betrayed no emotion as she stepped into the simulator and her eyes looked left and right to pick out the targets. She pulled out the charge pistol and fired at the first humanoid target that popped up, then ducked under a blast and fired another shot off. She ducked again and this time sent out a torrent of wind from her left hand at the next target. Fortunately the machine registered her magic as a valid attack and the target disappeared. The next target she turned to she had to focus as a yellow beam of light fired off from her hand and took out the next target.

For five full minutes, Confidence Heart continued to fight in the simulation with her blaster and blasts of magical light and wind, the last one charged at her and she created a blade of light from her left forearm and sliced the hologram in half as the simulation ended. She turned to the entrance to see Defender standing there. "Were you watching me?" Confidence's voice was flat as she exited the training chamber.

"I was. What were those yellow blasts you shot from your hands and the blade on your arm?" Defender asked.

"Light. I've been practising a new element and kinetic techniques. Are you going to use the simulator?" Confience asked.

Defender nodded, "I need to retrain my own abilities." He focused magic into his hand and spoke a few words thenhis old sword appeared in a flash of magic.

"You can use magic?" Confidence's voice barely showed any surprise as she spoke.

Defender nodded, "Without the phoenix I can't wield the same kind of power I once did, but I remember all the spells I used to use and sharing my body with the spirit has left me with some magical enhancements."

Confidence held up a hand and Defender felt a tingle as she spoke, "I can feel your mana flowing more strongly than it had before. Good luck. Excuse me, I have something I need to do before we meet Cheer later."

Defender watched Confidence leave before he went into the combat simulator and turned it on.

OoOoO

"You can't be serious, Fara." A Dalmatian foreman turned to Fara, who was staring at the assembling frame of the new ship taking shape inside the hangar.

Fara kept her eyes on the hangar as she answered, "I'm very serious. The new ship was always intended to be a self-sufficient flying carrier capable of manufacturing new parts and ships while in flight. So we will be transferring the primary foundry and starship manufacturing facilities into the new ship as per my direction."

"Why not just built new ones for the ship instead of gutting Space Dynamics?" The Dalmatian's voice became challenging.

Fara shook her head, "Because of time. We have no idea when Andross is going to return and we need the ship to be ready as soon as possible. Not to mention," she turned to face the foreman, "When he comes this will be one of the first places he hits, either to capture or destroy it. It's best if all the important machines aren't here when he attacks."

Before the Dalmatian foreman could argued any farther there was a call from across the docking back. "Fara. Can we talk for a moment?"

Fara was relieved for a break as she turned to greet Confidence Heart, who had just approached her. "Yes, Confidence Heart, what do you need?"

"May I use one of the 3D printers in the foundry? I need to make better mask." She pointed to the flat white mask that covered face to hide the injuries and scars.

Fara nodded, "Of course. Just don't take too long."

"Thank you." Confidence turned and walked away and left Fara to deal with the foreman's continued protests.

The 3D printer wasn't hard to use and the computer connected to it allowed Confidence Heart to design and print her new mask in a little under an hour. Confidence was forced to remove her mask for a moment to get the measurements for the sections that covered the injured parts of her face. Even the stale air of the station made her wounds sting. She took no mind as she watched the machine carve and paint the object she had designed.

Finally, Confidence Heart removed the mask from the machine and held it up over the mask as she did her best to look at the reflection in the screen of the monitor. She pulled it away and gave it a once over: it was black, symmetrical and angled down the top to look like a furrowed brow, extended down to the top of her muzzle with two long spiked protrusions that would run down her cheeks, two smaller spiked tips that went along her temples and was criss-crossed with multiple yellow lines that looked like circuitry; the eye holes were triangular and tilted in such a way to give the wearer what looked like a permanent death glare. Confidence nodded in satisfaction and headed for the medical bay.

Take Care was expecting Confidence Heart to arrive to get her mask changed out and cleaned, what she wasn't expecting was for the fennec to hand her the mask she had just printed. "Can you make all my masks look like this from now on, please?"

Take Care gave a concerned look to Confidence Heart, "I can, but why."

"I don't want my face to be a blank white mask, and this will let you make it sit more comfortably." Confidence's voice carried a hint of pleading.

Take Care gave her a look, then sighed, "I can make a few of these, and it fits over the injured areas. Just give me a minute to copy it in the replicator and add the medical parts." She turned to the workspace she had been provided, "This time I've made the left eye cover be able to close in synch with your right."

"Thank you."

A few minutes later Take Care returned with the mask that now had an elastic strap attached to the left with buttons on the right side. Confidence removed her old white mask and carefully attached the buttons on the right side. It took a moment to adjust and she blinked several times to test the left eye cover. She nodded to Take Care, "Thank you. When is Cheer going to be released?"

"In about five minutes. Meet us in the docking bay for the funeral in an hour." Take Care watched as the fennec turned and left the medical bay.

OoOoO

Cheer walked back and forth across her quarantine cell, moving her false arm and leg. "Still feels weird, well I can't feel anything except in my shoulder and hip," she looked at the metallic false right leg and arm. "Am I done in here yet?" She folded her arms and turned to face Amanda.

"All done. I just need to tune the synthetic nerves and hook them up to the synthetic skin and fur. Step into the decontamination chamber." Amanda pushed a button and a section of wall next to the window slid back and to the side.

Cheer smiled as she stepped into the chamber, still unused to the clanks her metallic leg made as she walked across the floor. She coughed a bit as she was sprayed by the machine for a full minute then the door opened and she stepped out. "Finally, that place was staring to stink."

"Alright, just get up onto the table," she pointed to an operating table that was tilted to allow anyone to lay down on it.

"OK, just be fast." Cheer walked over to the table and lay down on it, her arms and legs sliding into depressions that had been set for her.

"Don't mind the restraints, I need you to hold still until we're done." Amanda walked over to a console and began the operation.

Cheer didn't feel anything, but that wasn't new. She gawked as she saw what could be best described as a long pink furry flesh glove and boot were lowered towards her on a surgical robot that had a needle on one end. Then straps emerged to hold her down.

"Just so you don't flinch away," Amanda explained, "Attaching synthetic skin and fur."

Cheer would have flinched if she wasn't held down and she watched the long glove and boot pulled over her metallic limbs and a needle and strong thread sewed up the open sides and attach the to the still exiting skin and fur at the shoulder and hip, the pricks were painful. Cheer had to look away as the machine worked at her for five whole minutes, then the machines stopped.

"Alright, releasing restraints." Cheer felt the restraints release then finally looked at her right side.

Cheer stared at then touched her arm. It felt real. It looked real. Other than the scars on her right side Cheer looked like she had never been injured. She gave a quizzical look, "Feels like I'm wearing a thick glove."

"Sorry, but it's hard to replicate the sense of touch accurately. We've only managed to get about 50% of sensation." Amanda examined Cheer's arm to make sure the seams were clean.

Cheer smiled and gave Amanda a hug, "Thank you! I have to show everyone, bye!" She turned and darted out of the bay. Cheer couldn't resist a jump and whoop for joy. Sure it felt a little off but she could walk again! She had never felt so liberated.

OoOoO

Cheer's return was greeted with enthusiasm and joy by the remainder of the Care Bear Family, along with apologies for not visiting her while she was in quarantine.

Unfortunately, the welcome back ended when they finally decided to give Wish Bear a proper funeral. With Earth gone they instead gave Wish a funeral in space, putting her in a casket that would be launched out to hopefully stay adrift among the shooting stars, like on her tummy symbol. Every remaining member of the Care Bear Family set about carving the names of all those who had died in the destruction of Earth onto her casket, starting with Wish's own.

 _Wish Bear_

 _Fox Phoenix-McCloud_

 _True Heart Bear_

 _Noble Heart Horse_

 _Bedtime Bear_

 _Birthday Bear_

 _Friend Bear_

 _Funshine Bear_

 _Good Luck Bear_

 _Polite Panda_

 _Grumpy Bear_

 _Swift Heart Rabbit_

 _Trickster Heart Hare_

 _Tinker Bear_

 _Love-a-Lot Bear_

 _Tugs Bear_

 _Marina Bear_

 _Champ Bear_

 _Grams Bear_

 _Harmony Bear_

 _Secret Bear_

 _Share Bear_

 _Brave Heart Lion_

 _Feral Heart Tigress_

 _Royal Heart Liger_

 _Joyful Heart Liger_

 _Cozy Heart Penguin_

 _Jolly Heart Platypus_

 _Gentle Heart Lamb_

 _Lotsa Heart Elephant_

 _Loyal Heart Dog_

 _Playful Heart Monkey_

 _Proud Heart Cat_

 _Treat Heart Pig_

 _Regal Heart Lioness_

 _Stellar Heart Tiger_

 _Hopeful Heart Liger_

 _Darien Lion_

 _Stealth Heart Liger_

 _Chance Heart Liger_

 _Shy Heart Cougar_

 _Chaos Li-Cougar_

 _Havok Li-Cougar_

 _Faith Heart Liger_

 _Cautious Heart Cat_

 _Zippy Heart Roadrunner_

 _Justin Case Spider_

 _Truth Bear_

 _Sage Heart Bear_

 _Life Heart Unicorn_

 _Sweet Heart Pegasus_

 _Meek Heart Unicorn_

 _Wild Heart Unicorn_

 _Love Heart Bear_

 _Confidence Heart Fennec_

 _Miracle Heart Kitsune_

 _Anger Heart Fox_

 _Guidance Heart Raccoon_

 _Flair Heart Raccoon_

 _Independent Bear_

 _Flash Heart Bear_

Tenderheart turned to Confidence Heart who was staring at her own name on the plate, her new mask betraying no emotion through the opaque triangular lenses.

"Did you put your name on there, Confidence?"

"Don't call me that, Tenderheart. Confidence Heart died with Love Heart and Miracle Heart," she turned her glaring masked face towards Tenderheart, "My name is Cassandra Avalon."

Tenderheart opened his mouth to reply when Defender Bear spoke up.

"We release my dear Wish into the stars she spent her time wishing on. I can't begin to thank her for what she did for me," Defender was tearing up as he spoke, "And I only wish she was still her with us. But we send her off now, along with all the memories of those we have lost."

Hope Bear clung to her father's arm and shook with grief as they all watched the casket drift out of the docking bay and into space.

Everyone cried. There was no reason not to.


	3. Upheaval

Chapter 3: Upheaval

The completed ship sat in dry-dock as the entire new Star Fox team stared at it; it was shaped much like the old Great Fox but more than twice the mass with six main guns on the front and multiple gun ports across the ship. Fara smiled as she went over the last checklist she had to fulfil. "After four months the ship is spaceworthy, all we need to do is transfer the foundry, manufacturing center and a couple of the simulators over and the ship will be complete."

"So what are we gonna call it? The Great Fox 2?" Falco turned his head to face Fara.

Fara held her chin for a moment then shook her head, "I thought about that but no, I've decided to name it _Fox McCloud_. He's the reason we made it here alive," Fara wiped her eyes.

Tenderheart, who was next to Fara, put a hand on her shoulder, "I know he'd appreciate that and we know you'll be a great leader."

"No, not me." Fara turned to face Tenderheart, "I can't, at least I can't be the leader. You need to," she pressed a finger against Tenderheart's chest.

Tenderheart was taken aback, "Me? But I… I don't know how to leader an army."

"You know how to lead us." Cheer Bear walked around and gave Tenderheart a sweet smile, "And you're the one whose kept us going through all this tragedy so we can be here to fight."

Defender nodded, "Fox may have saved our lives, Tenderheart, but you are the one who has kept us going through the despair that followed. Without you we would most likely be sitting in a refugee shelter on Corneria right now."

Tenderheart took a few steps forwards then turned to face everyone, "Do you all feel the same way." A chorus of yesses and nods followed. Tenderheart smiled then placed his right clenched fist over his heart, "I guess I can't refuse that. I accept the position of leader of Star Fox."

There followed a hearty "congratulations" with back slapping, hand shaking, hugs and even a kiss on the cheek from Cheer Bear. After a quick hand shake, Cassandra disengaged from the group and marched off towards the simulators. Hope Bear was the only one who noticed and snuck after her.

Fara cleared her throat to get their attention, "Now then, the _Fox McCloud_ is different than the old Great Fox. Rob can't run all of the autonomous systems because he has to stay focused on piloting the ship; he can control other systems if necessary but we will need a full crew to operate the ship."

Tenderheart clapped his hands together, "OK. Tomorrow, those of you who aren't pilots find a system and start training on them. Now is there anything else to report?"

Slippy spoke up, "We have the experimental model for the Arwing Mk V ready for testing. If you can Falco can come with us we'll start the tests."

"Finally, lead the way," Falco nodded and he and Tenderheart followed Slippy and Bright Heart across the hangar.

OoOoO

"Confidence Heart wait!" Hope Bear's shout caused Confidence to stop at the entrance to the land battle simulator. She turned around, her mask betraying no emotion, as she watched the pale teal bear run up to her.

"Don't call me that, Hope. My name is Cassandra Avalon."

Like the rest of the Star Fox Team, Hope Bear was wearing a white flight jacket and boots with a jumpsuit underneath that was colored to compliment or match her fur, pale blue in her case, and like the other Care Bears her tummy symbol had been magically added to her uniform's stomach area.

Cassandra's outfit instead was all black including the jacket and boots and she had refused to allow her tummy symbol to appear on the uniform. It had brought some concern about her but then again the clothes could be tailored and replicated in any color the wearer wished.

Cassandra continued to speak, "Confidence Heart Fennec died on earth with the rest of her family, I am simply all that is left of her."

"Confidence, please don't do this. You still have a family that loves and care for you, you can't just give up," Hope Bear pleaded, both her hands raised in front of her chest, "I can still see it in you, the real you hidden behind that mask and the injuries."

Cassandra turned to the glass wall that allowed people to see into the simulator chamber and stared at her reflection. Aside from the mask and the missing top third of her left ear she still did look like Confidence Heart Fennec. She ran her left hand through the long hair that still extended from behind her head and winced as she caught a tangle. The hair that had once been so carefully groomed and cared for with nary a split end in sight was now a tangled mess, barely kept clean and hadn't been combed in ages. "You're right, Hope, I can see it too."

Hope Bear brightened up, "You can?"

"Yes, and I need to do something." Cassandra gathered up her hair in her left hand then raised her right hand up behind her head. Hope's expression turned from elation to shock as a blade of yellow light extended from Cassandra's clenched fist, much like a punching dagger.

*SHRRRRRNK*

In one swift motion, Cassandra severed most of her hair. She was left with a very short cut as she dropped the severed tangles from her left hand into a matter recycler next to the training room entrance then stepped in.

Hope barely noticed the two soldiers, a male cat and donkey who passed by. One pointed after Cassandra, "Look, isn't that her, the one who finished the flight training program in only two months?"

The other nodded, "Yeah, almost beat Falco and Fox's academy records, just a couple days short. What's she doing now." They watched as Cassandra set the training simulator to scenario 45.

"Wait, that's for whole squads, what is she doing?" the cat walked up to get a closer look.

Cassandra was only armed with half a dozen training grenades as she stepped into the training arena. The blank walls disappeared as the battle begun and a dozen training holograms appeared. In a flash, Cassandra leapt into the air on a burst of wind from her feet and behind the enemies, long light blades appearing on her arms like before as she sliced and diced the targets into pieces while skillfully avoiding their attacks. More appeared and she fired off a blast of wind from her left hand to knock them off their feet before she skewered them each with a barrage of yellow lasers fired from her right fingers. Another squad appeared and she tossed a grenade at them, dropping for a moment to avoid the shrapnel, then she was up again as the simulation moved onwards.

Hope turned away from the sight walked away.

The two soldiers were awestruck as a giant battle robot appeared and Cassandra jumped up, avoiding its claw and plasma laser attacks, running right up to it's head and driving both light blades into its eyes. She sliced into the machine as she dropped down farther then sliced through where it was connected to its treads and shoved another of her grenades into the chassis before she ran for cover. Another large robot appeared and this time she didn't bother to get close. She stood up and put her hands together as electrified light gathered in between her hands. "First time for this," she drew her hands back to her sides, still cupping the energy, then let out a cry and fired off the beam of yellow light covered in blue lightning. The blast tore a hole clean through the robot's midsection and it teetered for a moment before collapsing.

"SIMULATION OVER. PLEASE EXIT THE HOLOGRAPHIC TRAINING CHAMBER."

Cassandra stumbled out of the chamber only to be caught by the two soldiers before she collapsed. "Whoa, are you alright?" the donkey asked.

Cassandra shook her head, "No. Whole body's on fire, especially my tail. Wait…" she paused in thought for a moment. She carefully pushed the two away so she could stand on her own, only to stumble over to the wall. She was panting profusely then grit her teeth. "ERRRRRRGGGGGHHH! Feels like…giving birth!" She panted as the pain in her tail intensified.

"I'll call sick bay, just a sec," the cat reached for his communicator but Cassandra held up a hand in protest.

She turned her masked face back to the two and gave a slight grin, "Just watch, you'll see something coAAAAAAAAAAAAAHHHHHHH!" Cassandra screamed aloud and both soldiers watched in amazement as her tail suddenly split in two, forming two identical tails next to each other.

Cassandra stood back and looked over her shoulder, "Not surprised, with all the magic training I've been up to."

"What are you?" The cat's communicator was forgotten as he walked over to check the two tails, prodding both to check if they were real.

Cassandra panted then smiled, "I'm a kitsune, multi-tailed fox from earth."

"A Black Kitsune, or sand kitsune?" the donkey quirked his head.

"Black Kitsune sounds better. Excuse me, I'm going to lie down." Cassandra carefully extracted herself from the two and walked towards her quarters on the station, twin tails swishing behind her. "Now I don't look like her at all."

OoOoO

The experimental Arwing Mk V was at least 50% larger than the Mk IV but overall retained the same shape with the conical main body, thin swept back wings and four G-diffuser fins surrounding the back of the main G-Diffuser engine at the back. It wasn't painted at all, leaving it the standard pale silver of laminate titanium.

Falco gave the machine a once over and frowned. "OK, so where the heck in the cockpit." Indeed, there wasn't a canopy on the fighter or any indication of where he could enter.

"Right here," Bright Heart walked over to a panel on the side of the Arwing and pressed a button. The panel opened and folded down to a small ramp, "Step in."

Falco had to duck slightly to step up the ramp to find the cockpit inside. He sat down in the chair and checked the main stick and other controls feeling the familiarity of the old Arwing's cockpit around him, then frowned in the pale red emergency lighting of the cockpit, "OK so how am I supposed to see out of this?"

"Just start it up, here," Bright Heart pressed the start up switch and instantly the cockpit came alight as video screens light up the entire interior of the machine. Falco stared around as he was able to see the entire hangar bay as though he were seated in a cockpit chair that floated in the middle of the room; he could even see the deck plating under his feet.

"What do you think?" Bright Heart smiled as he looked around, "360-degree linear cockpit. Now you can see the entire battlefield no matter where you are."

"And putting the cockpit in the middle of the fighter allows for greater survivability," Slippy chimed in as he walked up to peer inside.

"Gotta say, Slip, I'm impressed," Falco leaned back in his seat.

"Actually, the cockpit design was Bright Heart's idea. Said he based it on an old cartoon he used to watch." Slippy clapped Bright Heart on the back.

Bright Heart chuckled, "Something Confidence showed me, also the cockpit pod is a safer ejection seat that just floating around on a sealed chair in space. But let's get you up and out into space." Both he and Slippy backed off as Falco closed the hatch and strapped in.

Tenderheart stood nearby and watched the Arwing's engines flare up briefly then the g-diffusers bend back and forth. Bright Heart and Slippy retreated as the engine fired up again and the fight lifted off the deck. Slippy held up his communicator and Falco's face appeared on the screen. "Alright, Falco, take off and tell me how it handles."

"OK, so far so good." Falco adjusted the G-diffusers and pushed the throttle forwards. The Arwing flew out of side hangar out into space. "Feels good, turns tighter."

Slippy nodded, "Alright, now go through the standard fighter warm up routine."

"Pssh!" Falco smirked, "Just let me see what this ship can really do!"

Slippy and Bright Heart cringed as they wanted the Arwing take off at a shot, pulling off tight turns and summersaults. They heard Falco's shout through the communicator, "WOOOHOOO This handles like a dream, Slip, I think you can call it a rousing success."

"So far." Bright Heart moved to a console and turned on the communicator to the Arwing and looked over to a hexagonal object that was about as tall as he was with six rockets attached, "Standby, Falco, I'm launching the target buoy."

"OK."

Once Falco had pulled the ship to a near stop, Bright Heart launched the buoy and remotely piloted it out near to the Arwing and pulled it to a stop. Bright Heart pulled the buoy to a stop. "OK. The buoy is stationary. Try to hit it with the plasma lasers."

"No problem." Falco spun the ship around and took several shots at the buoy. Most of his shot scored hits but barely made a dent. "Damn, what's that made of?"

"Durabillum, we want to see how well the new weapons work on it," Bright Heart took the readings from the sensor he had planted in the buoy, "so far the effects are consistent with earlier testing. Alright now can you try the beam gun?"

"Let me see, you mean this?" Falco flipped up a button cover on the side of the control stick.

"Yes, it's not linked to the lasers because the firing rate and energy speed are lower." Bright Heart checked the screen one more time, "Fire at will."

"Here goes!" Falco lined up the new weapon and opened fire. The first two shots missed, as Falco adjusted to the beam gun's new firing technique, but the third shot stuck true, putting a sizeable dent in the buoy. "How's that?"

"Less penetration than expected, we may need to boost the power with further tests." Bright Heart nodded, "Alright, bring it back in Falco."

"So short?" Falco rolled his eyes as he turned back towards the side hangar and hit the accelerator, "Alright, let's bring it home."

Falco stepped down the ramp and back onto the hangar's floor. "So how did I do?"

"Perfect, now we just have one more thing to test." Slippy slipped past Falco and into the cockpit while Bright Heart opened a panel on the front and retrieved a box from near the nose, the flight recorder.

"So how does it handle?" Tenderheart asked.

Falco gave a thumb's up, "Perfect, a whole lot better than the Mk IV. Let's get this thing into production already."

"Not just yet," Slippy emerged romt he cockpit, "We still have to test the buckle points on the armor."

"I'm sorry, what? Buckle points?" Falco raised an eyebrow to Slippy.

Bright Heart nodded as he plugged the flight recorder into a console to copy the data, "Yes, you see the problem with laminate titanium is that it spreads the impact of energy weapons out across the hull and into the connected joints. We haven't fully tested what this means for the superstructure of a fighter built out of interlocking pieces. So now we need to see what happens when it takes damage from lasers."

"I got the remote pilot hooked up, let's see." Slippy plugged the remote pilot controls into the computer console and turned it on. Tenderheart turned to watch as the Arwing took off again, more shakily than before, and flew out into space.

Two plasma lasers shot out from one of the station's defensive turrets and struck the Arwing which sent it in a spin.

"What the hell! How do two lasers do that?" Falco stared at the Arwing as it limped back into the hangar, parts of the hull buckled along the interlocking lines.

"That's the hazard of laminate titanium," Bright Heart stepped towards the fighter as it landed, "We need to figure out how to compensate for or prevent this."

"I'm with Falco, we can't fly in that kind of death trap," Tenderheart folded his arms and looked from Slippy to Bright Heart.

"Don't worry, Tenderheart," Slippy said, "We'll get this fixed up in no time."

OoOoO

"Alright, is everyone here?" Tenderheart did a quick headcount of the Star Fox Team as they stood in front of the shuttle on Space Dynamics' hangar deck.

"I'm here!" Cassandra's voice called out. "Sorry, slept in."

"Alright, everyone onboard," Tenderheart turned and gestured for them to follow him, "We're moving in."

One cramped shuttle ride later and the new Star Fox team were onboard their new home ship: _The Fox McCloud_. There were already half-a-dozen Arwing Mk IVs in the docking bay as they stepped off.

Cassandra broke off from the group and touched one of the fighters. "Can we paint these?"

Fara nodded, "Yes, but later…Cassandra, you have two tails."

Cassandra turned her head to look at the twin tails behind her, "My tail split a while ago after a training session. So where do we stay?"

Tenderheart took a deep breath and led the group along, "This way, I studied the maps." The Care Bear Family members gave the masked fennec worried looks, but they set their worries aside for now as they explored their new home.

"The crew quarters are near the center of the ship, with every member having their own private room," Tenderheart said, "Falco and Kat have a larger cabin because of Kalico, but every room is otherwise the same. The only exceptions are for Take Care, Get Well, Amanda and Patient Heart, who have their quarters near the sickbay, near the flight deck."

"Why're you down there?" Connie turned to Pace, whose green flight suit had a nurse's scrubs over it. Connie's was light blue.

"I offered to be a nurse for Take Care and Get Well." Pace replied.

Connie patted her younger brother on the back, "Good luck, Pace."

"…and here is the command bridge." Tenderheart led the group onto the much larger command bridge with a command chair and five control terminals around the edges of the room with a wide view screen at the front that showed the exit of the dry dock.

Fara walked over to the command chair and drew a hand over the arm as Falco spoke up, "Aren't we still in the middle of the ship? What about the old command station at the front of the ship?"

"That's just the forward observation deck," Slippy piped up, "There's one at the front and back so some of us can have more privacy when we're relaxing or eating."

Bright Heart walked over to one console then nodded, "It makes more sense to have the nerve center in the middle of the ship instead of in the front where it's easy to shoot out if the shields fail." He turned back to the group, "The whole ship is better designed than the Great Fox, four main generators and two emergency power generators, plus engineering is right below here." Bright Heart pointed straight down.

"So what do each of these consoles do?" Perfect asked.

Fara sat in the command chair and pointed to each of the consoles, starting at her back left and going clockwise around the bridge, "That's the intelligence station, then communications, navigation, gunnery control and damage control and engineering. I'll need one of you at each of those stations while I coordinate from here."

"Wait, I thought you were going to be a pilot, shouldn't I be here since I'm the leader?" Tenderheart walked up next to Fara.

Fara shook her head, "No. I Can't…they need you out there, your skills are good enough to be at the head of the attacks, like fox was…" She shook her head. "So you each of you should try to find a niche here. ROB is at navigation," she pointed to where the robot stood at navigation. "We'll need to go back to the station to finish moving things over, but for now we can settle in."

Tenderheart squeezed Fara's shoulder and gave her a sympathetic look. She looked up at him with tears in her eyes then he turned to leave.

"Tenderheart." Fara's voice made the bear stop after everyone else had left. "Meet me in an hour on the training deck with Defender Bear, we need to get finish your psionic training."

Tenderheart nodded, "OK."

OoOoO

Tenderheart parried Defender Bear's assault with the training sword he had received from the foundry, panting as he endured the assault. Defender disarmed him with an expert flick and knocked him back then lowered his sword. "You're getting better," Defender offered his hand to Tenderheart.

"Thanks," Tenderheart pulled himself up.

"You need to work on your senses, Tenderheart." Fara walked over to him from the side of the room.

"Do I need to wear something that covers my eyes?" Tenderheart asked.

"That would help, just a moment." Fara turned to walk to the replicator.

"No need," Tenderheart conjured a length of cloth from his tummy symbol and tied it around his eyes.

Defender chuckled, "Use the force, Tenderheart."

Fara quirked an eyebrow, "The force?"

"Star Wars reference," Tenderheart said as he raised the sword again. "So just try to rely on my psionic senses right?"

"Exactly." Fara walked over and took off the pendant she always wore around her neck the draped it around Tenderheart's.

Tenderheart felt his mental senses sharpen as the thin chain settled around him, "What's this?"

"It's Psychonite, an element that enhances psionic powers," Fara took a deep breath, "it's made from the mental energy of dead psychics. I'll explain more later but it should help you get started."

Tenderheart's sparring continued with his vision blocked. Defender was always careful with each strike and Tenderheart eventually began to catch the rhythm. Finally, the session was over for the day. Tenderheart ached all over as he sat down with Defender Bear after pulling the wrap from his eyes and handing Fara's psychonite pendant back to her.

"You're getting better," Defender gave Tenderheart a smiled.

"He's right, Tenderheart," Fara nodded, "You just need to keep at it."

Tenderheart sighed, "I just don't feel right about any of this. Fighting, piloting, war…It's just too much."

Defender nodded, "I know how you feel. I never thought I'd be part of something like this, or learning how to use so many weapons. Truth and I had our old magic guns we kept locked away but this is something else." He held up a hand a conjured a small flame that hovered over his finger, "I have adjusted as best as I can. I still ask why she did it."

"I think it's because she thought you could protect your daughter better than she could, and because she wanted to repay you for saving her life so many times," Tenderheart put a hand on Defender's shoulder.

"I know. Thank you Tenderheart." Defender smiled.

"Anytime. I'm going to lie down for a while." Tenderheart stood up and exited the training room.

Tenderheart was about to enter his quarters when a voice stopped him.

"Hi Tenderheart." Cheer walked up to him as his hand was on the door panel.

Tenderheart turned to face Cheer, she was smiling brilliantly and rocked on her feet with her hands behind her back; her personal flight suit was pink like her fur. "It's good to see you smiling again, Cheer. How's the new arm and leg?"

Cheer brought her right arm forwards and twisted it back and forth, "Amanda just looked at it and everything great, still feels like a glove though. How are you?"

"Nervous, but I'm adjusting."

Cheer smirked, "I thought you'd be thrilled to be made leader. Don't worry, you'll do fine. You kept me going even after I lost everything." She brought her right hand up to his head and ran her hand through his hair, "You've let it grow out."

"What?" Tenderheart ran his hand through his hair, which was almost down to his neck, "It's never grown before."

"I can tell. Here I'll help you fix it up." Cheer took Tenderheart's hand and pulled him along to her quarters. Tenderheart didn't resist even as she plonked him down on the floor next to her bed.

"Just a moment, aha!" She pulled out a small bag full of hair care products. She saw Tenderheart's perplexed expression, "I replicated these. I can't stand just using the military soap we had. Don't worry, I asked Bright Heart and Slippy and they said we won't have to worry about reactor shortages for years. Now to your hair." Cheer sat down on her bed behind Tenderheart and started to brush his hair.

Tenderheart winced as her brush caught a tangle, "OW!"

"Sorry, I guess you're not used to having any real hair. So many tangles, just hold still please." Cheer clucked somewhat as she attended what she saw was a rat's nest of hair. She took out a pair of scissors and started to cut some tips off, "Gotta make something that stays out of your way." She separated Tenderheart's hair into three strands and wove them together, "Just make sure you wash it and I'll help you keep it done up. Aaaaand done!" She tied off his hair, "take a look," she conjured a hand mirror from her tummy symbol and passed it to him.

Tenderheart took the mirror and turned his head sideways. His hair had been done up in a short braid at the back of his head. He smiled as he stood up, "Thanks, Cheer, it looks great."

Cheer stood up, "Anytime," She leaned forwards and gave Tenderheart a kiss on the cheek.

Tendheart blushed and saw the cheerful smile on the pink bear's face. Then turned and hurried out of the room, leaving her giggling behind him. He smiled in spite of himself as he got to his headquarters.

OoOoO

Two months later, Falco and Tenderheart dove and spun around each other in the new Arwing MK Vs, an intricate dance of G-Diffusers around target rings.

"Not bad for someone so green," Falco snarked over the communicator.

"I learn fast," Tenderheart spun the fighter into a 'barrel roll' (which was not an actual barrel roll but an aileron roll, however the name had stuck after being called that for so long) then stopped and dove into another holographic target ring.

Slippy's voice came over both their communications, "How do they handle?"

"Like a dream, more responsive than the simulator," Tenderheart said.

"Better than the test model. What about the armor?" Falco asked.

"We tested that already. Land in the _Fox McCloud_ and we'll tell you how." Slippy said.

Both fighters easily landed in the wider hangar, where six Arwing Mk IVs were waiting for launch. Falco and Tenderheart exited the new ships from the sides and took a step back to look at them. Both Arwing Mk Vs were painted in the standard colors, white main fuselage with a cockpit decal painted over where the cockpit would have been on the older models and blue G-Diffuser fins above and below the backward swept white wings. The main fuselage was completely seamless and there was a notable glimmer where the wings joined the body at the back.

"The prototype and the first test model are fully combat ready," Bright Heart said, nodding first to Tenderheart's then Falco's fighters.

"So how did you solve the buckle points issue?" Tenderheart looked over the fighters.

Slippy pointed to the ships, "First we constructed the main bodies out of one solid piece of shaped laminate titanium, then the wings and the g-diffusers are also solid constructions. We also got some outside help." Slippy brought up a digital notepad, "A new pilot in the Cornerian military named Faye Spaniel sent us a formula for a heat dispersing gel she created and joints using ceramic titanium she developed before she joined up and we used that for the joints. The buckle points are minimal enough that the gel can disperse the heat from plasma lasers without burning off, after a few trials at least."

"With any luck we can start mass production before too long," Bright Heart scratched the back of his head and stared at the deck plating, "I never thought I'd be proud of building fighters like this."

Tenderheart patted Bright Heart on the back, "Don't worry, we've all had to do things we're not comfortable with. On that topic, can you give me an update on the crew manifest?"

Bright Heart shook his head to clear it and looked at his digital checklist as they walked out of the docking bay, "Other than you and Falco the pilot roster consists of: Slippy, Defender Bear, Perfect Panda, Hugs Bear, Contrary Heart Liger and Conf…Cassandra Avalon." Bright Heart cleared his throat, "Cassandra and Defender are also geared up for boarding and ground assaults."

"I'm working on that too, but I need more practise," Tenderheart cut in.

Bright Heart nodded then continued, "Take Care is the Chief Medical Officer with Get Well and Amanda as additional doctors, and Pace as their nurse. Though Amanda is more there to help Cheer and do any limb replacement if we need that. With Fara on the bridge: Cheer is working communications, Katt is on gunnery controls, Soulful's on intelligence and science and Hope's damage control and engineering. Lastly Slippy and I are on engineering and mechanics." Their conversation had taken them to the lifts.

"So how long until we can have a full squadron of Mk Vs?" Tenderheart pushed the button for the bridge.

"Depends on when we can get the resources," Bright Heart pulled out his electronic notepad, "Almost everything was used up in building the _Fox McCloud_ and all the tests we did to solve the Laminate Titanium's buckling problems and making working beam guns. We'll need a couple months at least to requisition the materials let alone the time they'll take to arrive and the time to get the foundry and factory on the ship online." Bright Heart sighed as the door to the bridge opened, "We should probably replace the manufacturing facilities on Space Dynamics first."

"They can requisition that just fine themselves," Fara spoke from the command chair. She smiled and tented her fingers, "But now that you're done your test flight it's time for the _Fox McCloud's_ official shakedown cruise," she looked over to Hope Bear, "Hope is everything ready."

Hope Bear gave the console a once over, "Everything's ready, Commander."

Fara nodded then looked to Tenderheart. Tenderheart nodded, "Alright then, let's take her out."

Fara looked straight ahead out the main view screen, "ROB, take us out."

"AFFIRMATIVE."

They felt the ship's engines hum to life as the _Fox McCloud_ edged out of the dry dock. They felt the ship shake for a moment as the last of the docking clamps disengaged as they pushed out into space.

Fara let go of a breath she had been holding, but smiled as they cleared the station, "We're away. Now we just-"

"Tenderheart, Fara!" Cheer's voice cut through the bridge, "Priority one message from General Pepper on Corneria!"

"Patch it through," Tenderheart and Fara spoke at once.

General Pepper's face appeared in a small box on the view screen. "Star Fox! At 1200 hours today Andross' fleet emerged from warp new Corneria and declared war on us with his allies Quenos and No-Heart. We're under at-" his voice was cut off by an explosion.

"ENEMY FLEET DETECTED. APPROACHING FROM THE FRONT." ROB's voice spoke out from ahead.

"I can confirm," Soulful spoke, "One carrier class ship deploying fighters, at least 50 so far and deploying more."

"Combat Alert!" Tenderheart turned to Cheer, "Scramble all Arwings and prepare for combat." He was halfway to the lift as Cheer's voice rang throughout the ship.

"Combat alert! All Arwings Scramble for combat! Combat alert! All Arwings Scramble for combat!"

Fara started barking orders as the alert sirens went off, "Alright, Cheer, contact Space Dynamics and warn them to evacuate. Katt, arm the beam cannons and prepare the laser arrays to repel attackers. ROB, keep the engines primed and be ready to jump to warp once we're clear. Hope, keep an eye on the shields, and warn me if any section starts to go down."

OoOoO

Tenderheart grabbed the communications headset from the wall as he ran into the hangar, a head-harness that held speakers to his ears, a microphone to his mouth and a green lens over his left eye. He heard the pounding of feet behind him as the rest of the pilots sped into the bay and got into their fighters.

No times for nerves as Tenderheart started the MK V prototype, "Alright, first real combat." He turned on the communicator as he gripped the controls. "Tenderheart Bear, launching in Arwing Mk V!" The fighter shot forwards and into space as the rest of the pilots gave their launch phrases.

"Hugs Bear, launching!"

"Contrary Heart Liger, launching!"

"Falco Lobardi, Arwing MK V taking off!"

"Cassandra Avalon, Arwing launching."

"Defender Bear, lauching!"

"Slippy Toad, here I go!"

"Perfect Panda, launching!"

Tenderheart watched the radar as they got into formation. "Alright, break and attack all targets until the _Fox_ can take out the carrier." He hit the boost as the first wave of fighters swarmed in on them. It was chaos, Tenderheart felt his whole body sweat as he fired off his first laser blasts and shot down one of the fighters then spun sideways to avoid a blast of lasers. AS if to show him up, Falco pulled ahead and blasted ten fighters apart without needing to spiral sideways.

"Just stay alive!" Tenderheart shouted into the headset.

"They won't." Cassandra's flat voice was followed by her Arwing speeding past Tenderheart, her fuselage had been painted completely black as she spun into multiple barrel rolls, the g-diffuser's energy wake dispersing laser fire that rained in on her. Tenderheart could only gawk as she destroyed over two-dozen fighters with just her lasers.

"Not bad for a rookie!" Falco's voice came over the radio.

"I need help over here!" Hugs' voice called out!

Tenderheart didn't even see her on the radar as he spun to follow her voice, a sense in his head directing him to destroy the fighter that was on Hugs tail.

"Thanks Tenderheart," Hugs pulled up and took out another fighter overhead.

"This is Katt, beam cannons fully charged and ready to fire."

"Alright, Katt, target the carrier and fire on my mark!" Tenderheart spun sideways as he got close to the carrier.

"Oh no you don't!" a new voice came over the radio as the front of the carrier unfolded four long arms that deployed a large energy shield between them. "You can't get through this!" the voice was from the carrier's commander.

"Analayzing…" Slippy spoke up, "That barrier's too strong to pierce with one volley."

"So now what?! AH!" Connie shouted as she took a hit, her shields absorbing the blow.

"We have to destroy that barrier. Perfect, Hugs, pull back to defend the _Fox_ while we break through the squadrons," Tenderheart ordered, destroying three more fighters that came his way.

"Well now, let's see if you can do anything without Fox!" The commander said. "Fire barrier blaster!" four spiraling green triangles shot off, forcing the Arwings to scatter.

"What kind of weapon is that?" Defender Bear asked.

"I'm going in," Cassandra rocketed ahead and fired off several shots at the shield, which only impacted the energy shield and caused the energy triangles to fire off again.

"The shield's absorbing the laser, Cassandra," the new voice came from Soulful Heart. "Take out the tips of pylons to disrupt the shield."

"Got it Peppy," Falco said on reflex, "I mean Soulful." Falco sped ahead, "Let's see how you handle the new Mk V." He spun around another salvo of green triangles then took aim and fired off the beam gun of his nose and shattered the pylon. "One down."

"Defenses analyzed, sending target data now!" Slippy said. "Cover me on this one."

"I'm on it!" Defender said. He took out two fighters that got on Slippy's tail as the frog's ship dove in and fired off half-a-dozen shots. The pylon remained intact until Defender finished it off with two more shots. "Two to go."

"On it." Cassandra dove forwards and fired off eight more shots to destroy the pylon.

"Buzz off!" the command fired off another salvo of green triangles, one of which clipped Cassandra's wing.

"Last one," Tenderheart held his breath as he dodged around and took aim with the beam gun. "Got it!" he shouted as the beam flew off and shattered the pylon tip. "Fire the full salvo Katt."

"No noooo!" The commander shouted as the six beam cannons on the _Fox McCloud_ fired and perforated the ship, "You won't stop the new empiireeee!" his shout was drowned out as the ship exploded.

Tenderheart wheeled around just in time to see the last of the fighters being destroyed by Hugs and Perfect. "Return to dock all ships report."

"This new ship handles like a dream," Falco said.

"New empire, that's worrying," Slippy said.

"Is the first time always this bad?" Hugs asked.

"It was for me. We'll have to get used to it," Perfect said.

"The ship isn't damaged at least," Defender said.

"So this is space combat," Cassandra said.

"Let's get out of here," Connie said.

As they landed in the docking back, Tenderheart saw a large screen on the wall flashed and displayed their names with their kill count. He would worry about the kill board later as he spoke into the communicator, "Alright, we're onboard, Fara, jump us to warp."

"Affirmative. Hold on everyone!" Fara's voice was followed by the charging of the warp engines as the _Fox McCloud_ vanished into warp space.


	4. Small Progress

Chapter 4: Small Progress

"Tenderheart, please report to the docking bay. Tenderheart, please report to the docking bay."

Tenderheart stirred in bed and grumbled, "Do I have to go?"

"You are in charge," Cheer reached around Tenderheart.

Tenderheart turned around to face Cheers's smiling face. He rested his hand under her head, "It's cold out there, I wanna stay warm in here with you."

Cheer gave him a kiss, "Just get the day over with and we'll be back here before you know it."

Tenderheart chuckled and kissed her back, "OK." He stood up and trudged to the sonic shower, a cleaning stall that used sonic pulses to remove dirt and grime from the occupant's body without using water. There was a traditional water shower for when they had the time or didn't feel that the sonic shower was appropriate. Tenderheart's mind wandered as the sonic pulses cleansed his body, he dressed in his blue flight suit and headed for the docking bay.

 _Five years._

 _And we've been fighting this war for five years._

 _The escape from Space Dynamics was just the start. With Quenos' nano-manufacturing technology, Andross' experience in space combat and No-Heart's power they overran Corneria in under a week. Barely any of the fleet escaped as they set up and enslaved the whole world. Now they call themselves the "Trinity Empire"._

 _With Quenos working on new technology and No-Heart running everything it fell to Andross to do the job of hunting us down, but we fought back. Under Peppy's command the resistant fleet has done their best to keep the pressure on the Empire, but they are essentially in a fighting retreat unless we call them in. I have to thank Soulful Heart and Bright Heart for that, if it weren't for their skills we'd never be able to communicate without being tracked down._

 _As for the Star Fox Team, we are technically still part of the resistance fleet, but we operate on our own, running around and disrupting or destroying Andross' forces, liberating enslaved people, stealing supplies. We keep the pressure on them so they can't focus on tracking down the resistance bases. They can never catch us for long and when they do we beat them back and continue onwards._

 _Amidst all the pain and horror of war, there has been some joy. About a year after we ran from Space Dynamics, Hugs and Pace were married. It was an awkward ceremony but nothing we couldn't handle, and in it's own way it was beautiful. They can't have kids, Pace can't, but they aren't bothered by that. I think we all agree we shouldn't bring children into this war if we can avoid it. Same with me and Cheer._

 _She was always there, keeping me going, reassuring me that I was doing the right thing no matter how hard it was. Both of us felt guilty when we kissed for real the first time, until Fara said that Champ and Love-a-Lot would want us to be happy. It's unavoidable but Cheer, she helps me through the rough days and the cold nights. It's easy to forget that two of her limbs aren't real, but they feel real to both of us, during the day when we sit together for meals, and a night when we snuggle up together in bed. She helps me to keep going._

Tenderheart stood in Bright Heart and Slippy's workshop and lab in the docking bay. "What did you drag me out of bed for? I thought we were done testing the Mk V."

"This." Bright Heart gestured to a pair of two-meter long pods that sat on their large work table, "A new weapon system we've created, psi-pods. Small remote weapons controlled by a psionic pilot that will let you attack targets remotely."

"Here," Slippy stuck a communicator headset on Tenderheart's head, "This is the interface for our Psi-link system. We need your help to calibrate it."

"You should have asked first, Slippy," Tenderheart glared at the frog, then rolled his eyes. "So what do I do and how does this work?"

"Just think and try to project your psionics into the interface while we take readings," Slippy walked over to the console next to the work table.

Bright Heart gave a thumbs up and Tenderheart took a deep breath then focused his energy into the helmet. For five minutes it felt like nothing was happening as her tried his best to get some response out of the system, but nothing happened.

Tenderheart sighed, "I don't see or feel anything happening. Is something wrong?"

"No, not with you or the pods, the interface isn't quite right." Slippy said. "But the psionic readings I'm getting are going to be a huge help."

"We'll need Amanda's help with the neural interface." Bright Heart walked over to Tenderheart, "OK, that's all we need for now."

"Good," Tenderheart removed the headset and handed it to Bright Heart.

"Tenderheart, please report to Sick Bay. Tenderheart, please report to Sick Bay." Take Care's voice sounded over the speakers.

"I'm needed elsewhere then. Good luck," Tenderheart nodded to the two engineers as he left the docking bay.

OoOoO

No matter how many times she saw it, Get Well Bear would never find the sight of Cassandra's face when she removed her mask. Get Well wasted no time in disposing of the gore-stained mask in the recycler and pulling out a mask filled with the hydrator and sterilizer needed to keep her face safe. Cassandra held still as the mask was set on her face and the straps were pulled behind and locked behind her head, holding the mask securely on her face.

Cassandra shook his head to make sure it was secure then stood up from the exam table answering in the same flat tone she used for almost everything these days, "Thank you. I need to go." She turned to leave, her two tails swishing behind her.

Cassandra passed right by Tenderheart as he entered the sick bay and he made a beeline for Take Care, who had sat aside while Get Well attended to Cassandra. "Is there something urgent or is this same conversation we've had two-hundred and sixty times already."

Take Care answered the sharp tone in Tenderheart's voice with one of her own. "Yes, Tenderheart. Confidence Heart needs therapy, you need to order her off the flight roster and put her in my care until we can get her back in her right mind before she gets herself killed!"

Tenderheart pressed his right index and middle fingers to his forehead and closed his eyes. He lowered his arm and gave Take Care a serious glare, "This is the last time I'm going to have this conversation with you, Take Care. I can't take Cassandra off the flight roster. I agree that, yes, she needs help. But right now we're fighting a war where we can't afford to lose anyone on the front lines. Cassandra is constantly vying for the top spot on the kill board with Falco and if I pull her out that's a huge loss in our combat strength and it could get us all killed."

"But-!"

"But nothing!" Tenderheart's shout caused Take Care to jump slightly. "This isn't like back home, Take Care. I'm sorry but I can't defer to you in this, I'm the leader of Star Fox. We need Cassandra out there, end of discussion!" Tenderheart turned and walked away, the long braid he now wore swinging slightly near the middle of his back.

"Tenderheart!" Take Care's shout went unheeded as Tenderheart exited the sick bay. She sighed and walked over to slump down in a chair.

"Want to talk about it, mom?" Get Well sat down next to her.

"Not right now. But thanks," Take Care tried to smile, but couldn't and sighed.

Get Well gave her mom a hug, "It's alright. I'm going to read OK?"

"OK." Take Care hugged back until Get Well stood up and left.

OoOoO

Tenderheart leaned up against the bulkhead next to the sick bay entrance. Even after five years it wasn't easy talking back to Take Care like that. Even if she had lived with the cousins during their formative years she was still the older sister they all looked up to and respected, even when she was stern and strict with them; technically her authority had been higher than his and Brave Heart's even though she rarely exercised it, and they always listened. But now? Now Tenderheart was in command over her and even if he should have deferred to his chief medical officer about Confidence… Cassandra's mental state he was right, he needed her to get them through the fights they were having every other day.

"Tenderheart to the training room. Tenderheart to the training room." Defender's voice rang out over the speakers

"I'm a popular guy today," Tenderheart sighed and headed for the training room.

OoOoO

"Alright, what are we working on today?" Tenderheart asked as he entered the training room.

"Just getting in some exercise," Defender whirled a training sword in his hands, "We haven't had ground combat in weeks and we need to get sure we're not rusty."

Tenderheart chuckled as he picked up another training sword from the rack on the wall. "Alright, let's get going!" He charged at Defender and struck down, only blocked a moment before impact by the white bear's sword. Defender dodged back and shot a bolt of fire at Tenderheart. A disc-shaped transparent purple barrier flashed up in front of Tenderheart and dissipated the fireball before Tenderheart charged in again and struck down at Defender's word, only for a shockwave generated from the impact to knock Tenderheart flying onto his back.

"Getting better," Tenderheart picked himself up and resumed their sparring.

OoOoO

Thankfully the day was otherwise uneventful. A rare moment of tranquility in the lives of the Star Fox team. Tenderheart returned to his shared quarters exhausted and sweaty from running around the ship all day. He heard sound from the bathroom, smiled then knocked on the door.

"Are you in there, Cheer?"

"I am. Just getting out the shower." The door slid open to reveal Cheer wearing nothing but her still damp fur.

"Aww," Tenderheart chuckled and they kissed briefly, "I'll clean up and see you soon." He hung up his flight jacket before stepping into the bathroom.

"Please use the water shower, Tenderheart. Your hair needs to be redone," Cheer sat down to do her hair up in a ponytail. Like Tenderheart her hair had been growing out over the last five years though she kept it shorter than Tenderheart had been.

She smirked when Tenderheart emerged, having left his towel in the bathroom, and with his now very long hair hanging down almost to his waist. "Need my help again?"

"Yes, please." Tenderheart sat down on the bed and Cheer set to work on his hair. Brushing, combing and finally tying it back into the long braid he wore constantly.

Tenderheart chuckled, "What would I do without you, Cheer?"

"Probably just keep hacking it off." Cheer kissed him, "But enough of that. Let's just get some sleep while Soulful handles the night shift, OK?"

"OK." They kissed again then lay down to sleep.

OoOoO

"Could you repeat that: you want us to go into Corneria's asteroid field?" Fara stared at Slippy and Bright Heart on the view screen, which showed them in the docking bay.

Bright Heart nodded, "We need more raw materials to build a test model for our psi-link system, and the asteroid field is the closest place to get the resources we need."

Fara sat back and folded her arms, "Yesterday, Tenderheart said the interface didn't work and I know he's no amateur psion."

"Well-" Slippy was cut off when Amanda pushed her pink face into the picture.

"I helped them update the neutral interface. If you come down now we can show you the updated tests."

"She's right," Slippy chuckled and leaned his head up against his wife's, "But we still need materials for a test model and the asteroid field is the best source. With the radar dampening effects of Durabillum and Laminate Titanium we'll be invisible once Soulful finds a good spot to harvest."

"I'll start searching, just in case Tenderheart approves this crazy idea," Soulful snarked from where he sat at the intelligence station.

Five minutes later, Tenderheart was in the command bridge and reviewing Soulful Heart's choices. "Alright so those are the five best spots?"

"The five with the highest concentration of good resource deposits that will also shield us from any sensors," Soulful said.

Tenderheart looked at the data, "They all look the same, so where do we go?"

"This one." Soulful Heart pointed to the second location from the left on the screen.

Tenderheart gave Soulful an inquisitive look, then turned back to the location, "Alright. I trust your judgement., Soulful. ROB." Tenderheart turned to face the view screen, "Head to the coordinates that Soulful Heart sends you and avoid any scans in the area."

"AFFIRMATIVE. CHANGING COURSE."

Tenderheart turned to Cheer, "Cheer, call Cassandra, Falco, Defender, Perfect and Slippy to the docking bay."

"Right away," Cheer flipped on the speakers, "Cassandra, Falco, Defender, Perfect and Slippy, please report to the docking bay. Cassandra, Falco, Defender, Perfect and Slippy, please report to the docking bay."

It was a little over an hour later that the _Fox McCloud_ was navigating the asteroid field. From this location one could see Corneria about the size of quarter, too far to see the empire's ships that constantly orbited the planet but close enough to distinguish it against the background of blackness and stars.

Falco grumbled as he and Defender were forced to pull on mining space suits. "Why am I on mining duty for this mission?"

"Because Tenderheart ordered us, that's why." Defender finished securing the suit's gloves and grabbed his helmet.

"Alright," Falco grumbled as he finished securing his own space suit.

Tenderheart stood with Cassandra, Perfect Panda and Slippy all in flight suits with communications headsets and eyepieces strapped to their heads, save for Cassandra who had her headset integrated into her mask. "Alright. This is a simple resource retrieval mission; we're only going to launch if fighters or capital ships are spotted." Tenderheart turned to Falco and Defender, "Listen to Bright Heart as he guides you to each asteroid and tether it for retrieval but don't get careless."

"Yes, Tenderheart," Defender said. Falco just nodded.

Tenderheart nodded then turned to face his fighter, "Good. Now let's just hope things go as planned."

Falco grumbled as he dragged a collection of wire tether on his suit's jets as Bright Heart guided him and Defender around the asteroid field. "Falco, that one right ahead of you is rich in titanium, just stick the anchor in and get out of the way."

"Alright," Falco stuck the tether's anchor spike into the surface of the rock and pushed off it to get out of the way. "One down."

"OK, not on to the next one, up and to your right," Bright Heart said as the first asteroid reeled in.

Tenderheart sat in the cockpit of his Arwing, powered up and ready to launch at a moment's notice. He watched the small asteroids get pulled into the docking bay and Bright Heart used the cranes to lift them over to where the foundry and manufacturing station for parts were. Despite the current calm Tenderheart was tense as he waited for something to happen, or for the mining operation to finish so they could get farther away from Corneria.

Then an alarm bell went off in the back of his head.

Tenderheart sat forwards right as Fara's face appeared on the fighter's comm, "Tenderheart! We're about to have company!"

"I'm on it," Soulful's voice joined Fara's, "One large ship with about a hundred fighters approaching bearing 240 and 50."

"Damn, alright team let's launch," Tenderheart gripped the accelerator as Bright Heart cleared the flight deck and the alarms went off, "Bright Heart, get Defender and Falco inside and be ready to receive us at a moment's notice."

"Got it! You heard him, Falco, Defender get back inside!" Bright Heart's shout was heard through the still open comm on his control panel.

The four arwings took off as the bay was cleared for them and Tenderheart spoke to his team, "Alright, our objective is to destroy every ship in this fleet. Don't let anyone know we were here."

"Confirmed," Cassandra said.

"Alright," Slippy said.

"Let's go!" Perfect grinned.

"Keep your eyes open," Tenderheart came within meters of striking a small metal asteroid. "They should be nearby."

They flew between the asteroids without contact for a full minute.

"It's too quiet out here," Perfect said.

"Behind the asteroids!" Slippy's warning came almost too late as several moth-shaped combat drones popped up from behind the floating rocks. Cassandra was the first to open fired, blasting two of them away but Tenderheart was quick on the draw and dispatched four more as Slippy and Perfect dodged their energy bolts.

"More incoming watch out!" Perfect shouted, taking a nose dive to avoid a hail of fire from numerous v-wing ships. A well placed nova bomb from Slippy shattered the ships as Cassandra rocketed ahead to destroy six ships that were retreating.

"How many is that?" Tenderheart spun into a shield roll and fired off his beam gun at a long snake-like space dragon attack ship, shattering all of it's segments with the shot.

"Twenty or more, lost track," Perfect's next laser barrage destroyed another space dragon. "Where's the big ship."

"It should be on the sensors, where is it?" Slippy was momentarily distracted and took a direct hit, thankfully absorbed by his shields. He retaliated and destroyed the orange v-ship that had shot him.

"Watch out, big rocks ahead!" Perfect shouted as several massive asteroids loomed into view.

"Don't leave the field or the scanners from Corneria will detect you," Tenderheart said as he dove down under a large rock. "Why are they moving so much."

"Gravity disruption from the larger ship's engines. Normally they're not so agitated," Slippy answered as he dove under one that hurtled towards him.

"Look out, enemies from behind!" Soulful's voice came over the radio just in time as seven fighters opened fire on them from behind. Each of them were struck by the lasers, nearly depleting Tenderheart's shields.

"They're mine!" Cassandra pulled into a summersault and sprayed the fighters with bright blue twin lasers, vaporising them.

"More incoming!" Perfect shouted as several ships spiraled towards them leaving trails of energy in their wake.

"Shoot them time before we're penned in!" Tenderheart shouted the order as he fired his lasers to destroy two of the ships.

"I got them!" Slippy shouted as he destroyed the last two of the ships.

"What's that up ahead?" Perfect asked as several blue rings composed of triangles came into view.

"Warp gates. Leftovers from Andross' experiments," Slippy said. "Don't hit too many of them or you'll be hurled away from the _Fox_."

"Looks like they set up here already," Perfect saw a cluster of moth-shaped ships and fired off a nova bomb, obliterating them.

"More of them." Cassandra locked on, "I'll take them down in one shot." Another nova bomb shot from Cassandra's Arwing and vaporized the cluster.

"Don't waste nova bombs," Soulful's voice came over the comm.

"I don't waste shots." Cassandra shot another bomb at a cluster of moth-drones and destroyed them.

"That's one's fast, careful!" Slippy's warning came almost too late as a single moth-drone appeared and fired off a salvo of flashing energy rings that spiraled towards them, striking Tenderheart's wing.

"It's mine!" Perfect barraged the moth-drone with his lasers, striking it over a dozen times before it was destroyed.

"I think that's the last of them." Perfect looked around as the asteroids seemed to calm down.

"I cannot allow you to go any further," a new cocky voice chimed in, accompanied by the image of a monkey in a tall hat with a large red A on the front on the comm screen.

The large ship seemed to materialize out of the asteroids and overtook the four Arwings. It had four fins in an X shape with an engine to the top and bottom of the ship and a three quarter circle plate rotating in the middle.

"Meteo Crusher shield analyzed." Slippy's voice was followed by a meter appearing on all of they eye-pieces, which showed the ship's rough durability.

"Let's see what you've got!" the crusher's captain boasted as a salvo of missiles shot from the front of the ship then turned around to strike at the fighters.

"Aim for the exhaust ports behind that rotating laser absorbing shield." Souful's voice chimed in.

Perfect was the first to fire as the three quarter-circle barrier revealed the target, illuminated yellow in their HUD. "Why is that exposed?" Perfect dodged aside but gave a satisfied look as his lasers collapsed the exhaust port.

Soulful glared as he appeared on the comm screen. "You can't completely cover exhaust ports, if you did then the exhaust would build up inside the ship and either suffocate the occupants or explode. It'll have to rotate to compensate for each one you destroy."

"Just shoot!" Tenderheart shouted, striking the second port down as it was exposed by the rotating shield.

Slippy tried to shoot the third but missed as he was forced to dodge a missile attack and accidentally hit the shield which fired off three diamonds of green energy at them. "Missed!"

"I got it." Cassandra destroyed the port and held her position as the last port was exposed. Her laser fired destroyed the last port, only to take a direct missile hit which dropped her shields to critical levels.

"You're more cunning than I thought." The monkey chuckled as the shield was ejected, which forced the four Arwings to dodge out of its way. "How about this!" Energy gathered at the tips of the fins then streamed together into a ball of energy.

"Look out!" Tenderheart's warning came just as several bolts of energy lanced out from the energy ball, missing all of the fighters but striking a huge asteroid behind them and fracturing it into a dozen pieces.

"Why does a mining ship have that much firepower?" Perfect was forced to pull a summersault to dodge a chunk of the rock.

"For just the reason you saw, break up huge asteroids to harvest the smaller chunks," Slippy answered, "And Andross wants all his ships to be battle ready for just this situation."

"Take out the main exhaust in the middle," Soulful said through the comm, "Once that's down he should be dead in the water."

"Got it." Tenderheart shot several blasts into the target but was forced to dodge away as another salvo of energy lanced out, barely missing him.

"It's mine." Perfect pulled a shield roll and fired off the last shots needed to destroy the ship's exhaust port. The four Arwings dove around the ship as it came to a halt.

The monkey captain's voice spoke up again. "I'm no match for you. I admit defeat."

"I don't believe you." Cassandra said as they all slowed to a stop and turned around. They could all see that the ship had a wing to either side with a drill-shaped mount facing forwards.

The monkey chuckled as the drills lit up with purple energy, "You're not as stupid as you look!" rings of purple energy shot forwards, each seeking to strike one of the Arwings, barely giving them time to dodge as the ship's engines on the front lit up and it started shooting missiles again.

"I thought you said he'd be dead in the water, Soulful!" Perfect shouted.

"Hold on…I got it. He's added exhaust vents to the missile launchers for this kind of emergency. You have to take them out when he's not launching missiles," Soulful replied.

"Watch out! Those guns strip rocks away from metal asteroids," Slippy said as he took a dive to avoid another stream.

"I got this." Cassandra boosted in as the ship flew backwards away from them and unleashed a barrage of lasers at the lower turrets, spinning away as the turret collapsed.

"Too many shots," Tenderheart had to fly in a corkscrew to avoid the last salvo of energy rings. "Just need one target."

"AHH!" Perfect shouted as he was struck by a missile, "I can't take another hit!"

Tenderheart focused as he aimed the beam gun, "There!" he fired off the single shot that lanced down the port right as the exhaust opened, shattering the entire port. The ship started to go critical from the hit as the monkey captain's voice was heard one last time.

"I can't believe I lost to this scum!"

"You lost, sounds like you're the scum," Perfect quipped as they turned to fly back towards the Great Fox. The lights from the explosion of the ship illuminating the field behind them.

"All wings report." Tenderheart ordered.

"I need some serious repairs," Perfect said.

"I'm fine, I'm fine," Slippy said.

"I think I might take the top kill spot," Cassandra said.

Falco and Defender were still in their space suits when the Arwings landed. Cassandra was the first out and to the kill board in the hangar wall that updated as the flight recorders connected to the systems. She started with the same grimness she did everything as her kill count increased to 5372, just below Falco's score of 5375.

"Close, but you still can't beat me." Falco clapped her on the shoulder.

Cassandra removed his hand and turned to face him, her mask still betraying no emotion. "If I had a Mk V I'd keep the top spot with no issues."

Falco chuckled, "just keep telling yourself that. Now can you please help me out of this giant oven mitt."

"Hold on!" Bright Heart came jogging over, "Part of the Meteo Crusher survived. I need you and Defender to go out and tether it in."

"What!? I just spent an hour dragging in space rocks!" Falco turned to Bright Heart.

"Good idea," Slippy chimed in as he walked over, "Processed titanium is better for reforging and if we're lucky we'll get some intact technology out of it."

"Then I approve. You heard them, Falco," Tenderheart gestured to Defender, who had already pulled his helmet back on.

"Fine…" Falco resigned to his fate and pulled the helmet back on.

OoOoO

Bright Heart stared in awe as Slippy used the crane to set the section of the ship next to the foundry. "This is incredible! It looks like the entire cargo bay survived!"

"Not surprised," Slippy hopped out of the crane and over to the section, "No-Heart and Andross would put priority on the cargo over the crew. Now I just need to cut it open and see what we got."

It was the work of a moment to use a plasma torch to shear off the cargo bay doors and start hauling out the contents.

"Well it looks like he did a lot of the work for us. Titanium and other materials harvested from the field like we were, and these." He picked up a cylindrical canister, about the size of a football, "what are these?"

"Only one way to find out." Slippy grabbed the second of the two canisters and hauled it over to their work station.

Both of them waited with baited breath until the computer finished its analysis, then they both gawked.

"Inert nanites!" they spoke simultaneously.

Bright Heart grabbed the canister, "If these don't have a program yet, or they're inactive."

Slippy picked up his sentence, "then we can reverse engineer or even make more." Slippy walked over to the other canister, "This…we have their secrets now!"

"As long as we get away, this will change everything," Bright Heart smiled, "Our first real victory in five years."


	5. Freighter Raid

Chapter 5: Freighter Raid

"Mind if I join you?" Contrary Heart Liger stood, lunch tray in hand, next to the table where Pace and Hugs were eating.

"Not at all," Hugs said.

Connie sat down and took a bite of her food, "Wish I could have been on the mission yesterday, I'm still behind Tenderheart on the board."

Pace winced slightly then gave his sister a concerned look but said nothing. Hugs caught on instantly though and took his hand and squeezed it. Pace looked at her then nodded. They'd had the argument several times but in the end it always came down to 'if we weren't out there fighting we'd already be dead'. Pace still had a hard time living with it.

Hugs sighed and put an arm around Pace's shoulder, "I wish we could have gotten together before the world ended."

"Me too, I wish I could have stopped being so nervous about telling you how I felt," he took her hand.

Hugs nodded, "I feel like we both wasted a lot of time on that, even patience can go too far," she gave Pace a kiss on the cheek.

Connie sighed then finished her meal, "I'm going to log a couple hours in the simulator, see ya later."

Hugs picked up her now empty tray, "I should join her. Heading to sick bay, nurse Pace."

Pace nodded, "I am. Good…luck."

"Thank you." Hugs and Pace shared a kiss before they headed off.

OoOoO

"There, the test model Psiwing is finished." Bright Heart stepped away from the ship in question to stand with Tenderheart, Slippy, Amanda and Fara.

The Psiwing test model looked much like an Arwing MK IV except for the two large psi-pods mounted on the hard points on top of the wings and the removal of the Nova Bomb launcher under the hull.

"You want me to test this thing?" Tenderheart turned to the others, "Is the psi-link system working."

Amanda nodded, "You got it, it's similar the interface I use to let cybernetic limbs works as though they were the originals. Ask Cheer if you don't think that's good enough."

Tenderheart couldn't help but chuckle, "Most days I forget her right arm and leg are metal." He took the psi-link headset that Fara offered to him.

"Lab tests all check out, good luck," Fara said.

"Thank you." Tenderheart affixed the headset around his head and stepped into the cockpit of the Psiwing.

Slippy's voice and face came over the comm as Tenderheart started the engine. "We only built it out of ceramic titanium so it'll feel sluggish compared to the MK V. We didn't have the resources for a laminate titanium build."

Tenderheart smirked, "I'll manage." The ship lifted off the docking bay floor and flew out into space. "Let me know if any empire ships appear on long range scans, I'm not endangering everyone for the sake of a test."

"Don't worry, Tender, I'll keep you informed." The voice belonged to Cheer Bear, which made Tenderheart smile before he refocused on the test.

Fara's face appeared on the comm. screen, "Alright, Tenderheart, you should be able to control the pods now, just focus on the pods and get them to detach."

"OK," Tenderheart closed his eyes for a moment. He felt his brain tingle, his psychic senses coming alive as he felt the headset respond. The two pods detached from the ship, "Alright, they've detached. Gonna try to move them now." Tenderheart focused hard into the headset and felt it respond, but slowly. The pods lurched slightly and wobbled alongside the Psiwing slowly but were unable to outstrip it; their movements were jerky.

"They performed better in the lab test, we need to compensate for movement in actual space," Bright Heart said over the comm. "we're going to release some of the rocks we had left from mining the other day, try to destroy them with the pods. Don't worry they aren't big enough to hurt the _Fox_."

"Affirmative," Tenderheart looked over his shoulder to see three rocks being launched out of the docking bay. Once they were out far enough, he focused on the pods and turned them towards the rocks. "OK, fire!" Tenderheart spoke the words aloud. Both pods flared to life for a moment, then dimmed.

Tenderheart grit his teeth and tried again "FIRE!" the two pods flared to life again and each fired off thin blue beam towards the rocks, and missed. Tenderheart focused and the pods wobbled and fired again, and missed again. Six more times, Tenderheart tried to shoot the rocks and missed every time, until the rocks were out of range.

Tenderheart sighed and leaned back in the cockpit seat, "I can't hit them, they barely respond." He focused hard on the pods and slowly guided them back to the Psiwing's until they attached to the wings.

Tenderheart was visibly sweating as he stepped out of the Psiwing's cockpit. "That ship isn't ready for combat," he said as he took off the psi-link headset and handed it back to Slippy.

"I guess it needs more work," Bright Heart sighed.

"In the meantime, how is your work on the nanites?" Tenderheart asked.

"We've learned how to manipulate them and how to make more, but progress is slow when we try to use it for manufacturing," Slippy said, "They would be prefect for manufacturing ships made from normal titanium but they can't handle ceramic titanium construction, let alone Laminate Titanium or Durabillum, which explains how they can have so many ships, and why they're so fragile."

"But we did have a breakthrough after we talked to Take Care and Get Well," Amanda said, her voice eager, "She thinks we can use it for advanced medical treatment, even to regrow lost limbs or damaged tissue, though it would require the person in question to be in a pod for days or even weeks. Take a look," Amanda brought up the data on a hand held data pad.

Tenderheart could only partly make sense of it but Fara understood enough and a quick telepathic conversation between the two brought Tenderheart up to speed.

"I doubt they ever even considered the potential for healing," Fara muttered.

"But we will." Tenderheart looked up at Amanda, "Tell Take Care and Get Well that they can start working on a healing nanite chamber as soon as they can."

"Alright, I will." Amanda took the pad and headed out of the docking bay.

Tenderheart's communicator went off. "Tenderheart, there's an incoming message from Peppy Hare of the resistance fleet."

"Thank you, we're on our way up," Tenderheart motioned for the others to follow him as they rushed for the Docking Bay exit.

Fara sat down in the commander's chair on the command bridge with Tenderheart standing next to her as Cheer put the transmission on the main view screen.

The old grey hare still wore his Star Fox team jacket over his Cornerian general's uniform as he spoke to the team. "Star Fox Team, I hope this reaches you safely. We've detected eight freighters heading towards Corneria. We're certain that some of these are traps but we can't pass up the chance to raid this convoy for supplies. I've sent you our sensor data on the freighters and their flight paths because I trust Souful's analysis on these matter and I need a second opinion before we try to attack them."

"Happy he recognises my skills in this," Soulful turned from the view screen back to his station, "I've already got the download, just give me a few minutes and I'll have an answer."

Tenderheart smiled over his shoulder at the fox, "Alright, Soulful, I know you can do this."

Soulful couldn't resist a smirk, "I know I can too."

It didn't take long, less than half an hour and Soulful had Tenderheart and Fara at his console. The fox pushed a button and crosshair appeared on one of the convoys, "That's the one we should attack. Its escorts are minimal but that's going to be the most loaded of the convoys, the best target for Star Fox to target; theses two," he tapped a couple more controls as crosshairs appeared on two more of the convoys, "Are the other two that are safe to hit."

Tenderheart shook his head and smiled, "I'm always amazed at how fast you can sort through this data."

"Me too," Fara's voice carried a hint of disbelief

Soulful glared at her then turned back to the screen, "The defenses on those are the proper amount for an escorted freighter, the other five either have too many defenders or too little. The ones that are minimally escorted are likely disguised carriers that will swarm any ships that attack them. The only reason they aren't all decoys is because they need to move supplies so they've put live bait out with lures."

"I agree," Tenderheart stood back from Soulful's console, "Cheer, send the data Soulful feeds you back to Peppy."

"Roger that, Tender," Cheer said.

Fara went to sit in her command chair, "ROB, change course to the freighter that Soulful has sent you."

"AFFIRMATIVE. CHANGING COURSE."

"Hope, Katt, ready all battle stations," Fara turned to the two on her right.

"Alright," Hope Bear said.

"On it," Katt said.

"We'll need to take the ship from the inside or we risk blowing it apart," Tenderheart said "Cheer, as soon as you send the transmission tell Defender and Cassandra to get the docking bay prepped for ground combat and everyone else to battle stations. We're launching the full squadron this time."

"Roger that!" Cheer turned back to the comm as Tenderheart departed the command bridge.

OoOoO

Tenderheart, Cassandra and Defender Bear strapped on their battle armor and pulled their weapons out of the armory in the docking bay. Tenderheart considered grabbing one of the swords he had been practising with but decided against it and strapped a gatling gun to his back, stuck a blaster into his hip holster and added a pair of spherical grenades to his belt. He looked over at the other two. Both Defender and Cassandra had strapped on the same body armor but had some of the limb sections lightened to increase their flexibility; the armor included lightweight laser dispersing silver vests, arm and leg plates and boots and a helmet with a similarly durable transparent material over the face.

Cassandra didn't enjoy how her ears were squished into the helmet but she didn't complain as she checked two blaster pistols before adding them to her hips along with four more grenades. She held up her fists and two long blades of light shot forwards, she nodded at the kinetic blades before dispersing them.

Defender Bear created one of his swords before he strapped it to his hip in the scabbard, forgoing the blaster pistol sidearm, then added a machine gun and homing launcher to his back harness and two grenades of his own.

Tenderheart finished the inspection of the team then strode out into the Docking Bay where Falco, Connie, Perfect, Slippy and Hugs stood ready in their flight suits and headsets, waiting for the ship to drop out of warp.

Tenderheart nodded his approval, "Alright, listen: The freighter we're raiding has a heavy escort and you'll have to do without us when the battle starts. These ships have a bad habit of engaging self-destruct when a battle doesn't go their way so while you're clearing out the fighters, Defender, Cassandra and I will land on the freighter and take control of the ship while Bright Heart and Soulful try to hack into its controls and prevent any self-destruct measures. Remember you have to clear the escort as quickly as possible or they may turn their weapons on the ship rather than give it up to us."

"Don't worry about us, we can handle this just fine," Falco said.

"Got that right. Maybe I'll even pass you today," Connie smirked at Tenderheart.

"Just don't get yourself killed," Tenderheart turned to face Defender and Cassandra, "Get in the assault shuttle and be ready to launch."

The assault shuttle was a small, blocky black vehicle made of durabillum that didn't even have the suggestion of aerodynamics. It was made for one purpose: to board and seize enemy ships through landing parties. It could only be piloted by Tenderheart, Defender or Cassandra and its construction made it impervious to small arms fire, the perfect boarding craft.

Tenderheart sat down at the controls as Cassandra and Defender strapped into the seats at the sides, all three ignoring the discomfort from the weapons they had strapped to their armor. Tenderheart flipped the starting switches, "Ready to launch."

The _Fox McCloud_ dropped out of warp right next to the freighter and its escorts, Fara took in the situation at a glance and spoke over the comm, "There's one hundred and fifty fighters, five corvettes and a frigate."

"Gotcha, alright Star Fox Team launch!" Falco shouted as the five Arwings shot out into the fray.

"Damnit! How'd Star Fox get here." The freighter's captain, a gorilla shouted, "Take them out before I blow the cargo!"

"Bright Heart and I are on it," Soulful said.

"Here they come!" Falco shouted as he shot down several of the incoming fighters.

"Watch out for the frigate. Wait for the _Fox_ to close in!" Slippy said.

"Yeah, five down!" Connie grinned before spinning into a shield roll.

"Incoming corvette!" Perfect turned to face the larger ship. He fired off a Nova Bomb that blew a chunk off the large ship.

Connie dove in after him and fired off her lasers into the gap until the ship exploded. "Got it! Corvette's count for five."

Tenderheart listened to the sounds of the battle outside and watched the report coming in on the assault shuttle's screens and comm system.

"Frigate in range, locking beam cannons," Katt's voice came over the comm. "Fire!" twin bright blue beams of energy shot out from the cannons over the docking bay doors. The large ship that just came into view was pierced straight down the middle by both weapons, violently exploding from the impacts.

"Great shot love," Falco said.

Katt giggled, "Remind me to kiss you when you get back."

"We've got the codes. We can keep them from self-destructing for about five minutes if they try to trigger it," Soulful Heart said.

"Alright. Assault shuttle launching." Tenderheart hit the accelerator and the shuttle launched, "Cover us until we land in the freighter."

"I'm on it." Perfect's fighter pulled alongside the shuttle.

"Me too," Hugs pulled her Arwing to the other side of the shuttle.

"Just stay with us until we land, we'll take it from there," Cassandra braced herself as a laser blast struck the shuttle's shields.

"I got this," Hugs pulled up and destroyed a group of fighters that were about to make an attack run on the shuttle.

Another explosion rocked the battle zone as two corvettes were destroyed by the _Fox McCloud's_ beam cannons, followed by another explosion as Falco's beam gun blasted another Corvette's side off before Connie finished it off with a Nova bomb.

"I got this one," Slippy dove under the last corvette and fired off two nova bombs, shattering the armor.

"Only surface damage," Falco dove after him and fired off his beam gun into the breaches, splitting the ship in two.

"All the big ships are down. I'm going for the freighter!" Tenderheart hit the accelerator, though the shuttle's top speed was still slow due to it's weight. The freighter's docking bay was at the back of the ship with large containers in several sections leading up to the control bridge at the bow.

"Damnit, our escort's going up in smoke," the freighter's captain said as Tenderheart landed the fighter in the freighter's open docking bay, "Start the self-destruct sequence."

A couple tense moments passed as Tenderheart, Defender and Cassandra unbuckled from their seats ad the boarding ramp was dropped.

"What the hell. Why won't it start?!" The captain's voice was heard again.

"Five minutes until he breaks through the hacking, Tenderheart," Soulful's voice came over the comm.

"Then we'll take the ship in four." Cassandra was first down the boarding ramp as a salvo of lasers fired off at them from the security forces and robots in the docking bay. Cassandra jumped up and over, literally flying on the force of her aerokinesis, the light blades springing to life from her fists as she landed and sliced two of the robots in half. She became a living whirlwind as she sliced and diced living and robotic soldiers while Tenderheart and Defender unslung the gatling gun and machine gun and opened fired, perforating the security that Cassandra missed.

Cassandra sliced through the last of the security robots in the docking bay, "Security's increased," she said flatly.

"Of course," Defender said as he replaced the energy cartridge on his machine gun, "Just swap the cargo holds with barracks or robotics bays and this would be a perfect landing craft."

"Talk later, we have to get to the control bridge!" Tenderheart motioned for them to follow and took off towards the front of the ship.

OoOoO

"Twenty fighters left, clean them up!" Falco shouted.

"Ninteen!" Connie destroyed one and turned to a group that was turning away from them. "Where are they going?"

"They're attacking the freighter!" Slippy cried as one remaining group of fighters unloaded a salvo on the ship."

"Shit! Take them down fast!" Falco hit the boost and fired off a salvo of lasers, destroying six of the remaining fighters.

"Heading in," Hugs said, shooting down three more fighters.

Perfect shot down another two and Connie dove in, shooting down seven of the remaining fighters.

Slippy boosted in and fired off his lasers, blowing the last one to pieces, "Got one!"

"Alright, the area's clear," Fara sat back in her command chair, "Now it's all up to the landing party."

OoOoO

Cassandra tried to charge down the last hallway but was forced back by a concentrated barrage of fire from turrets and security robots. She had taken several his on her armor but was otherwise fine.

"Looks like they're doing their best to hold us back," Defender pressed up against the wall, "Only one minute left."

"Then we'll have to break through," Cassandra ignited the blades of light on her forearms.

"No!" Tenderheart's shout stopped the fennec from charging off. He holstered his gatling gun and closed his eyes. His senses extended outwards and he peered around the corner through his mind. "Too many for a direct attack." Tenderheart opened his eye sand grabbed one of the grenades off his belt. "Arm grenades and throw them down the corridor, once they blow we have to charge through. 40 seconds left!" Tenderheart threw his grenade at the wall, letting it bounce towards the barricade.

"Got it," Defender grabbed one of his own and hurled it after Tenderheart's, followed by Cassandra doing the same.

Three explosions rocked the corridor then Defender unslung his homing laucher and darted out, sighting an undamaged turret he fired off an explosive shot that further rocked the ship.

Cassandra jumped over Defender and charged in, wrist blades alight as she sliced up the last three guards. "Let's go!" she shouted before taking off down the corridor which forced Tenderheart and Defender to chase after here.

Thankfully the next room was the cargo hold and all it had were cargo containers and a larger robotic torso seated on treads with two large clawed arms. Cassandra stood ready for a fight when Tenderheart put a hand on her shoulder.

"It's just the loading mech, we need to get to the cockpit."

"No so fast Star Fox," the captain's voice came from directly ahead of them as the loading mech came to life, "you may have stopped the self-destruct but I'll make sure to rip you apart myself!" The loading mech's claws opened and it swung down at them.

They managed to dodge aside as the claw struck the ground, denting the metal floor. Tenderheart saw what was happening, "He's going to tear the ship apart!"

"And you with it!" The captain shot the claw out and tried to grab Tenderheart but he jumped up and over, unslinging his gatling gun and firing at the mech's armor. Across the bay, Defender pulled out his machine run and began firing at the machine, his shots not even making a dent in the armor.

"The armor's too thick for the machine gun," Defender dropped the gun as another claw shot at him and grabbed onto the wall. Thinking fast, he drew his sword and charged it with magical energy then sliced through the mech's arm in one slice.

"What the?! How did you cut that?!" the captain demanded.

"Like this," Cassandra's blades appeared again, wreathed in lightning.

"Oh no you don't!" the mech's remaining arm shot out and tried to crush her, but Cassadra literally flew upwards then dove down and sliced the arm off with the kinetic blades on her forearms.

"No! Noooo!" the captain tried to flail the now clawless arms around only for a fireball from Defender to melt the canopy off the mech's cockpit and Cassandra shot off a beam of electrified yellow light from her hands into it's torso, crippling it. Tenderheart saw his chance and drew his blaster, took careful aim and fired. The freighter captain only had a moment before the ball of energy blew off his head.

Tenderheart sighed and touched the comm link button on the side of his helmet, "Freighter secure, we'll bring it to a stop then bring in the _Fox_ to collect the cargo." He turned and marched slowly to the freighter's bridge.

Once the freighter came to a stop it was a simple matter to offload its entire cargo into the _Fox McCloud's_ docking bay. Bright Heat oversaw the transfer and took notes of what they gathered in a datapad.

Bright Heart looked up as the last container was deposited in the docking bay, back near the manufacturing plant. "I'm impressed, even for Soulful Heart this was an amazing read."

"So what can we do with this, Bright Heart?" Tenderheart pulled off the ground assault helmet, "Upgrades? Repairs?"

Bright Heart's smile lit up the whole bay, "With these resources we can finally upgrade every Arwing on the _Fox_ to the Mk V and maybe even perfect the Psiwing, once we have time. Not to mention tinkering with a variant design I've been toying with and building the nanite healing chamber I told you about earlier."

Tenderheart put a hand on Bright Heart's shoulder and gave a single happy laugh, "That's great news. But slow down before you tie your brain up in knots."

Bright Heart sighed happily, "Sorry, I'm just excited about this. The first real overhaul we can do in five years. All we need to do is find a place and time to do it."

Before Tenderheart could respond, Cheer's voice came over the intercom. "Attention all crew, priority communication coming in from resistance fleet. Repeat: priority communication coming in from resistance fleet. Prepare to receive on docking bay console."

Tenderheart and Bright Heart shared looks then dashed over to the consoles on Bright Heart and Slippy's workstation.

"I'm here, Cheer, patch it through." Tenderheart said.

"Right, coming in," Cheer pressed a button and her face was replaced by that of Peppy Hare. Whatever ship he was on showed evident damage and Peppy's face was bleeding.

"Tenderheart, I know it's dangerous to contact you directly but we have a situation," Peppy's screen flickered in static for a moment.

"What happened, Peppy?" Tenderheart asked.

The static finally stabilized, "We sent other parts of the fleet off to secure the two freighters Soulful told us about and decided to hit a third he didn't indicate. It was lightly guarded and didn't have any real cargo exceprewrpwetwetpweqt," the visuals scrambled only to be replaced by that of a clown.

"I'm so sorry but this line has been cut, we expect the empire to give a good show soon!" He brought the severed head of a male cat into view before smashing the view screen.

Tenderheart and Bright Heart felt their blood run cold as the transmission cut off.

"The prank," Bright Heart whispered.

Tenderheart nodded then contacted the bridge, "Cheer, tell ROB to head to those coordinates right away, search and rescue mission be prepared for combat."

"All right," Cheer took a deep breath, the fear evident on her face.

Tenderheart touched the screen, "I promise I won't let that…thing anywhere on our ship."

Cheer nodded, "Alright. ROB, set course…"

Tenderheart turned back to the docking bay as he moved to pull off his assault armor and switch for his flight jacket, "Everyone get ready to launch fighters, we have an emergency!"


	6. Search and Rescue

Chapter 6: Search and Rescue

Tenderheart sat in the cockpit of his Arwing Mk V and turned on the comm, "Be ready to launch as soon as we drop out of warp. We don't know what kind of situation we're going to find."

"I got'cha," Falco flipped the starter on, illuminating the 360 degree monitors.

"ARRIVING AT COMBAT ZONE IN FIFTEEN SECONDS."

"Be ready to launch!" Tenderheart gripped the throttle and counted down the seconds in his head.

' _three, two, one!'_ Tenderheart hit the launch button the exact moment the stars reappeared outside the magnetic field and he shot out into the combat zone, followed by the other seven fighters.

The zone was littered with laser fire and punctuated by the bright flash of a resistance ship exploding. "What are those things?" Hugs asked as the attackers came into view, humanoid robots with monkey-shaped heads including huge ears armed with a laser gun and shield.

"Shogun attack bots, I thought they discontinued those after the Lylat wars," Slippy said.

"Mobile suits," Cassandra growled and hit the boost.

"Incoming!" Falco shouted as the machines turned their lasers on the attacking Arwings.

"Alright, our object here is rescue so destroy the ships and Cheer, send out messages to any surviving resistance ships to warp out once they're clear," Tenderheart said as he destroyed the first attacking Shogun.

"Affirmative," Cheer turned on a wide range broadcast for the communications, "Attention all resistant ships, this is the _Fox McCloud_. We are going to clear away the enemy fighters and robots, as soon as you have an opening make a random warp jump and regroup later. I will repeat this message once per minute."

"Incoming enemy carrier!" Defender Bear shouted.

"Katt, fire the beam cannons at any carriers that come in range," Fara said.

Katt winked over the comm, "You got it. Cannons locked on and… fire!" twin blue beams fired out and destroyed the first carrier.

"Good shot, keep it up," Tenderheart dove down and fired off his beam gun into a corvette that was attacking a resistance ship, shattering the already damaged ship. With the threat gone the ship suddenly lurched forwards into warp space. "One away, keep it up."

"How many of them are there?" Hugs shot a nova bomb into a formation of nine V-ships, fragmenting them.

"As many as we need!" Connie's lasers destroyed a dozen more ship.

"Watch out for the shoguns!" Perfect took a nose dive to avoid a hailstorm of lasers.

"Damn, they just keep coming!" Falco shouted as he dove into another formation, lasers firing away. Two more beam cannon shots destroyed a carrier and another alliance ship warped away.

OoOoO

Protected from the battle outside, Get Well, Take Care and Bright Heart had started work on the healing nanite chamber. Get Well checked a connection and called, "Pace, please bring tht canister of nanites here."

"Got it." Pace grabbed the canister and handed it to Get Well. He felt more like a gofer than a nurse at the moment.

Take Care stood up from where she had been leaning over and working on the bed inside the chamber. "There, I just need to sit down for a minute." Take Care stepped away from the chamber and went to sit in her office.

"Not much else to do except the programming," Bright Heart looked up from the computer screen where he was writing the program, "I had it in my mind to do this since the first nano monster Control unleashed on us."

Get Well felt a strange twinge, "I'm gonna go check on mom." She stood up and entered Take Care's office.

Get Well was shocked to find her mother sitting in a chair and crying softly. "Mom?" She always put up a strong front for everyone, Get Well was one of the few who ever saw Take Care vulnerable.

"Oh, sorry," Take Care wiped her eyes, "I just had to get some time alone for a moment." She sighed and sat in silence for a moment. "I miss him," she whispered.

"Who?"

"Independent Bear." Take Care looked up at Get Well. "I never talked about it before, because things became crazy so fast, but almost every day while you were at college he came to visit me. He wasn't sick or trying to get anything from me, but he thought Cautious Heart and I would be lonely with you gone." She smiled, "With him around I didn't feel lonely. He talked to me, read with me, even spent time with Cautious Heart and kept me company when I had to work late, though he stayed out of my way when I had to take care of patients. Somewhere along the way he became my best friend."

"What about Bright Heart and Gentle Heart?" Get Well sat down next to her mother.

"They always were my closest friends, but when they started dating they spent more time with each other. I was happy for them but I missed their visits. Even then things were always… awkward." Take Care shuffled in her seat, "I remember when they were young, I helped raise them, watched them grow and until everything went to hell I still held a position of authority over them. Even though we are friends I still feel that little awkwardness hanging in the back of my mind that I was an older sister and authority figure to them. With Indy it was different.

"I met Indy as an adult, got to knew him as an adult. I never saw him grow up, never had to teach him things, we were able to get to know each other on equal terms and he chose to visit me for no other reason than to spend time with me, even if we just sat in our secret reading spot in the forest and read. Even reading was different because we would talk and compare notes about the books we were reading. He was someone I could be friends with on equal terms, and that was something special for me."

Get Well looked closer to Take Care, "Did you…love him."

Take Care shook her head, "I don't know, but it's too late to think about that now. It's not important how things could have gone now that he's dead, but I still miss him." Take Care shook her head and stood up her voice and face hardening to her usual demeanor. "Thanks for listening, but we need to get back to work."

They stepped back into the sick bay as Bright Heart finished his program. "I think it's all set. What do you think, Take Care?" Bright Heart slid his chair aside to let her look at the program.

Take Care scrutinised the screen and sighed, "Looks good, but it needs tweaking so we don't accidentally grow extra limbs or mismatch body parts, that and the first test will need to be someone whose injuries didn't result in any major loss of body parts."

"Like Cassandra," Get Well said.

Take Care nodded, "I'm going to get Tenderheart to take her off the flight roster after this battle, she needs this now."

OoOoO

Another resistance ship took off once the _Fox McCloud_ destroyed the frigate blocking their way. "How many more are there?" Hugs asked.

"That was the last one, now we just need to clean up the squadrons." Tenderheart was about to turn when he heard a woman's voice in his head.

' _Tenderheart Bear, Fara Phoenix McCloud, can you hear me?'_

Tenderheart blinked then flipped the comm to Fara, "Fara did you hear that?"

"I did, it's a telepathic message." Fara's said. "Try to contact them back."

"Alright," Tenderheart dropped back to let the other fighters engage as he sent out a telepathic message, _'We can hear you, this is Tenderheart, who are you?'_

The voice answered again, _'Miyu Lynx, a member of the squadron on Peppy's ship. I'm trapped near a disabled empire carrier with Faye Spaniel and we have Peppy Hare in an escape pod. We were forced to abandon ship in space suits before we could launch in our Arwings, but we only have 30 minutes of air left. We can't risk a distress beacon or they'll find us.'_

' _I hear you too,'_ Fara replied, _'I can sense your location and we're moving to retrieve you. The empire fleet is mostly cleared out.'_

"Something's up ahead, looks different," Slippy's voice brought Tenderheart back to reality.

"I'm getting some serious déjà vu here," Falco shuddered.

A new voice came over the comm, "Don't party just yet."

"That voice!" Slippy started.

"It's time to try our new weapon." Directly ahead, the carrier proved to not be as disabled as Miyu had reported as a larger and more complex shogun stepped onto a launch catapult and took off into space.

"What the hell!" Falco was forced into a shield roll to dodge the incoming barrage of laser fire. "We killed you during the Lylat Wars!"

"And thanks to Quenos' cloning technology, I'm back!" the Shogun Commander fired off several more volleys at the fighters, "I'm coming for ya!"

OoOoO

"What the," Soulful turned his scanners to the rear of the _Fox_ , "Fara, we have trouble!"

"What?!" Fara stood up and turned to Soulful.

"Shit! We have a dozen fighters and five cruise missiles behind us," Soulful re-adjusted the scanners to show the targets to Fara.

"No time to get the other fighters back there," Fara said. She gave Soulful a curious look, then an idea sprung to her mind, "Are there any fighters left in the docking bay?"

"Just the Psiwing Test model, but it only has two working plasma lasers," Soulful Heart didn't get to say anymore as Fara bolted from the command deck.

Cheer noticed and turned to face the front, "I'll keep coordinating, everyone clear out the fighters, we have a salvo of cruise missiles approaching from the rear, please send anyone you can to intercept."

"Sorry, we've got our hands full!" Defender's voice sounded out, "The carrier wasn't dead and we have a swarm of Shogun's to deal with." A flash indicated a hit on Defender's shields but he retaliated and destroyed the attacker.

Fara ran into the docking bay and grabbed one of the comm headsets and jumped into the Psiwin. "Please work," she pleaded as she turned on the machine, clutching the psychonite pendant around her neck as the fighter took off. Fara did a quick 180 and boosted towards the fighters and missiles approaching from the rear.

"Gotta be fast!" Fara saw the fighters speed up to intercept her. She pulled to the side and sent a volley of lasers into the fighters, shattering half of them. She pulled a U-turn and destroyed two more. The last four splitting up to chase her.

"Missiles getting too close," Fara took a deep breath and avoided another attack from the fighters, "This has to work," she closed her eyes for an instant as her psychonite pendant glowed, "go!" her shout was accompanied by the psi-pods detaching and flying off towards the missiles. Fara was stunned for a moment before a laser hit her shields and she pulled a summersault to get behind them.

Her mind worked feverishly as she directed the psi-pods, their beams slicing up one of the missiles and moving onto the second, then the third with a precision unseen in Tenderheart's trial. Finally, Fara destroyed the last fighter then turned to face one of the last two missiles, "Got it!" she shouted as he lasers vaporized the missiles, behind her another explosion went off as he psi-pods destroyed the last missile.

Fara sighed in relief and flipped on the comm, "Missiles destroyed, I'm returning to the docking bay."

OoOoO

Tenderheart scored a direct hit on the Shogun Commander and rolled aside to avoid his next shot.

"Cocky little freaks!" the commander shouted over the comm, "Let's see how you like this!" The Shogun commander mech pulled back and its part rearranged.

"What the heck is he doing?!" Falco watched as the Shogun to the form of a large fighter that suddenly took off.

"A transforming mech," Cassandra hit the boost as hard as she could and chased after the fleeing ship. "Damn he's fast!"

"Cassandra, fall back," Tenderheart's voice came over the comm.

"I can't let him escape." Cassandra didn't even notice the explosion of the carrier behind her as the _Fox McCloud_ destroyed the carrier.

"What's wrong? Is that it?" the Shogun Commander hit his breaks and dropped behind Cassandra's Arwing. Cassandra took several hits before she hit a shield roll then pulled a summersault to try and get behind him.

"OK enough of this!" the Shogun Commander veered off, avoiding Cassandra's lasers and transformed back to his robot form. He took aim as Cassandra and shot, taking off a wing.

Cassandra reeled and did her best to keep on target. "I need one shot," a shimmering field of magic began to form around her as the critical shield alarm began to blare as another shot took off her other wing. "Closer. Closer. Now!" Cassandra hit the exit button and the cockpit of her arwing flew open. Cassandra was catapulted forwards as another laser blast knocked the fighter away from her.

"A cold death in space. Just the right thing for… what!?" The Shogun Commander's celebration was cut short as he saw Cassandra, her black flight suit barely visible out in space as a bright blade of electrified light sprang up on her forearm.

"EYEAGGHHH!" he tried to hit the engine right as Cassandra struck the mech with her blade, the weapon piercing through the hull and impaling him through the head.

Cassandra grabbed onto a protruding part of the transforming shogun as her blade dissipated and hit the comm button on the side of her mask, "Shogun commander neutralised. You can come pick me up."

Falco was the first to catch up to her. He circled the now pilotless Shogun Commander and stared at Cassandra, in space and alive without a proper space suit. "What the hell? How are you surviving out there?"

"Aerokinetics," Cassandra replied over the comm, "I can create a stable, breathable atmosphere around my body so I can survive without a space suit."

Falco sighed, "Alright. We just finished clearing out the area, we'll bring in the _Fox_ to pick you up. How long can you keep that up?"

"As long as I'm conscious," Cassandra replied.

OoOoO

Peppy's escape pod had been hauled into the docking bay, two passengers in space suits clinging to it's hull. Both were immensely relieved when they were able to step onto the deck and remove their suits.

"Finally!" the first was a while cocker spaniel with a frayed red bow tied up in her hair, "I didn't think I'd ever leave that suit, thank you." She held out a gloved hand to Tenderheart, who had just stepped out of his Arwing to greet her, "My name is Faye Spaniel."

"And I'm Miyu Lynx," the other passenger removed her helmet to reveal she was an orange lynx with black stripes, one of which formed a downward facing arrow on her forehead, "I'm the one who contacted you."

"Happy to see you're both alive, what about Peppy?" Tenderheart turned to the pod, which had just been opened by Slippy and Get Well Bear, who had been called down in case of injuries.

Get Well only had to get one look at Peppy, and the blood on his forehead, before she called, "He has a head injury, maybe a concussion." She concentrated hard and her tummy symbol lit up, conjuring a wheeled stretcher with some visible effort.

"I almost forgot you could do that," Slippy said as he and Get Well carefully lifted Peppy onto the stretcher.

"I'll get him to sick bay," Get Well wheeled Peppy out of the docking bay and Slippy turned back to inspect the escape pod.

"Some blood on the console, must have hit his head there. What's this?" Slippy reached into the leg spot of the pod and grabbed a large metal case, "A DNA lock," he said as he inspected it, "I could bypass it if we want it open before Peppy's up."

"Wait for now," Tenderheart turned to the next wrecks being pulled in, Cassandra's wrecked Arwing and the Shogun Commander that Cassandra was still clinging to.

Once Cassandra dropped to the deck, Tenderheart was right in front of her. His eyes were hard as steel as he berated her. "Of all the stupid suicidal dangerous things you've been doing, this is the most stupid you have done!"

"I got the transforming mech back, Bright and Slippy could reverse-" Tenderheart cut her off.

"That's not the point! Jumping into space without a space suit?! Falco told me everything, and I…" Tenderheart turned to look at her wrecked, wingless Arwing then took a deep breath, "You're off the flight roster until further notice."

Cassandra's two tails started to twitch irritably, "You can't do that! I'm the best pilot on the ship!" She pointed to the kill board where she had 5483 kills, right above Falco's 5481.

Tenderheart didn't back down, "You've just taken a giant and pointless risk and your Arwing is wrecked! I'm not giving you someone else's just so you can go out and get yourself killed. End of discussion!" Tenderheart turned and walked away which left Cassandra standing there.

Cassandra sighed then turned to Slippy, who had come to look over the disabled Shogun Commander. "Can you make an Arwing that transforms?"

Slippy had been too focused to listen to what Tenderheart said, "Possibly, once I clean out the cockpit."

"Mind if I help?" Faye had removed her space suit, down to just her pale blue flight suit, and walked over to the mech, "I think I have some ideas how to make this work."

"Wait…Faye Spaniel?" Slippy turned to the dog, "You were the one who created the gel we use on the Mk V, to help with Laminate Titanium's buckling issue."

Faye smiled and extended a hand, "Dr. Faye Spaniel, nice to meet you."

"Doctor?" Slippy gave her a quizzical look.

Faye nodded, "I have a doctorate in chemistry from the Corneria City University and a masters in mechanics."

"So why did you join the military?" Slippy asked.

Faye chuckled, "To pay off my student loans."

While they were talking, Cassandra opened the cockpit of the Shogun Commander and grabbed the dead pilot's body out. Without anyone else stopping her she walked to the edge of the docking bay and hurled the body through the magnetic field that kept the atmosphere from leaking out of the bay. She turned away from the corpse that floated away and headed for the exit, passing by Bright Heart.

Bright Heart had come down to the docking bay as Fara exited the Psiwing, "I heard what happened, how did you get the psi-link system to work?"

Fara touched her pendant, "Psychonite. I felt it resonate when I used the psi-pods."

Bright Heart touched the pendant, "Interesting, that's a psionic enhancing crystal right? If we had more we could integrate it into the system and increase the number of pods we use."

"I think I can help you there," Miyu had retrieved the metal case from Slippy, after changing out of her space suit which left her with her purple flight suit, "The DNA code on the lock is mine, Peppy knew they'd think the lock was his." She set the case down in front of them and put her finger on the lock, wincing slightly as it tested her blood. It cracked open and Miyu opened it for them. "We retrieved this a while ago, but didn't have anyone who could really use it." It was a football sized chunk of psychonite.

Fara stared, "That would take… thousands of psychics' souls to create."

"I know," Miyu stood up and tapped the side of her head, "I can feel it too."

Bright Heart looked between the two psionics, then knelt down and picked up the psychonite, "Are we going to us it?"

Fara nodded, "Yes. I don't like it but we can't throw away any advantage we have. Excuse me, I need to get to the bridge." She turned to Miyu, "We only have two free quarters, and Peppy is probably going to get one of them."

"That's fine, Fara," Miyu nodded then turned to where Faye and Slippy were talking, "Faye and I shared a bunk at the academy and in the barracks until all hell broke loose."

"Good, excuse me," Fara turned and headed for the command bridge.

OoOoO

"Sector X," Soulful pointed to the X shaped nebula on his console, "That's the best place to hide."

Fara and Tenderheart stood in front of Soulful. Tenderheart nodded, "Alright. Durabillum can survive in the gasses so we can hide there to rebuild and upgrade everything."

"I agree," Fara said. "ROB, set course for Sector X."

"AFFIRMATIVE"

"Good. Now then," Fara turned to Soulful, "We should talk."

OoOoO

Heavy footsteps echoed through the ship as a man wearing a heavy suit of metal armor tromped through the halls. The helmet looked like a gas mask with lenses that glowed with a bright blue light. Soldiers and workers alike stepped aside so he could make his way unimpeded.

A large double sliding door opened for him, into a room whose interior was covered in eldritch runes that crackled with purple electric energy, screens formed from magic all over that provided images of faraway places. In the center sat No-Heart, his old wizard's robe replaced with high tech armor that was covered in glowing runes and still concealed his face, except for his glowing eyes.

The armored man knelt with a hand over his chest and spoke in a resonating and echoing voice, "You summoned me, Lord No-Heart."

"Yes, I did. Stand, Mental Heart," No-Heart raised a hand and the armored Mental Heart rose with it. "Have you heard the reports?"

"I have sensed what has gone on during my years of recovery but the details are minimal." Mental Heart replied.

"Then I shall summarize: Andross' progress is too slow for my liking." No-Heart tapped his chair arm, "You will depart immediately in the cocoon of death and destroy the resistance, and what is left of the Care Bear Family."

"At once, my lord," Mental Heart turned and left No-Heart's throne room.

Mental Heart entered the docking bay of No-Heart's throne ship and everyone scattered, save for the hapless monkey mechanic that was working on a ship that looked like a full metal pinecone the size of a small bus.

"Is my ship ready?" Mental Heart asked. The terrified mechanic could only nod and pointed to what looked like a large metal caterpillar.

"Good." Mental Heart walked over to the caterpillar as the 'head' opened and stepped in. Metal tubes connected to his suit as he sat down and the cockpit closed. The caterpillar crawled up and into the pinecone ship. A moment later the ship lifted off and flew out of the massive throne ship and into the distance.


	7. Creators

Chapter 7: Creators

Cassandra didn't want to be in sick bay. She stood rigidly and stared through her mask's one way lenses as Take Care made the final adjustments to the nanite healing chamber. It looked like a large sunken in oblong bed with a lid on a hinge, just large enough for the tallest of them to lie down in comfortably, if it had cushions.

Take Care stepped back and tapped the inside of the chamber, "Alright, mask off and get in."

"What." Cassandra's voice was flat.

Take Care narrowed her eyes, "Get. In. This is going to fix your eye."

"How is fixing my eye going to change anything?" Cassandra asked flatly.

Take Care groaned and pressed her palm into her forehead, "It's not a complete solution but it will be a big step for you, and you won't be forced to wear that mask to just to sleep at night."

"If it works."

"It will." Take Care said.

"Will it make me like I was before?" Cassandra turned her head to look at her two tails, "Will I lose my extra tail or will it fix my ear?"

"Not entirely, your ear is cauterized and I didn't have a complete genetic profile of you, so I had to plug in some of the gaps with Fara's records. It will fix your eye and any long term injuries you might have sustained in the last five years." Before Cassandra could protest Take Care gave her a stern glare, "Tenderheart told me he grounded you and your fighter is all but scrap. I convinced him to lift your grounding if you do this so unless you want to sit in your quarters for the foreseeable future then take your mask off and get in the chamber."

Cassandra stood still for a moment, then sighed and reached up to undo her mask. Even Take Care couldn't help wincing at the sight under the mask but she didn't back down and pointed to the chamber.

"Should I undress?" Cassandra asked as she stepped up to the chamber.

"If you want, but it's not needed." Take Care looked away for a moment as Cassandra undressed then stepped into the chamber. She lay back, one tail to each side as Take Care started up the chamber.

"You'll be sedated and unconscious and fed intravenously. I'll check in on you daily so just lie back and relax." As Take Care spoke the chamber inserted the IVs into both of her arms then she closed the lid. At first Cassandra just lay in darkness, listening to what sounded like static as the nanites went to work, then she started to feel sleepy. She closed her eyes and drifted off.

Take Care watched Cassandra's vitals until she was in a peaceful sleep then nodded and stepped away from the chamber. Time to let the nanites do their work.

OoOoO

Bright Heart pointed to the four blueprints on the screen, "These are the new Arwing models we're going to be building, once we get to a safe location." He touched the top left diagram which showed off an Arwing with six of the 'psi pods' mounted on its wings. "The Psiwing Mk II. With the psychonite Miyu, Faye and Peppy brought us we can build a working version of the Psi-link system, which we're calling the Psychonite System, and a total of six beam pods which should make up for the lack of a nova bomb launcher."

Slippy stepped forwards and switched the screen to the next fighter: an Awring with a bulkier main body and shorter wings. "This is the Arwing Bomber. It has stronger shields and is armored with Durabillum instead of Laminate Titanium so I increased the number and power of the G-Diffusers on the back; it won't turn as fast but it takes a lot of damage to bring down. It's armed with a single plasma laser and two beam cannons, not as strong as the _Fox's_ but a lot stronger than the beam guns on the MK Vs. And then there's these," he touched part of the schematic and zoomed in what looked like a short stubby four-finned missile with a drill nose cone, "Nova Torpedoes. They have double the yield of a Nova Bomb and used a beam-field drill to pierce into any larger ship's hull then detonate under the surface."

"Is this really necessary?" Tenderheart folded his arms.

Slippy nodded, "We can't rely on the _Fox McCloud_ to destroy every ship from the frigate class and up. We need these bombers to keep fighting the empire on even footing."

"Then there's this!" Faye edged the frog and raccoon aside and showed the next blueprint: an Arwing with its main hull split into two parallel points and its wings swept straight back. "This is the Arwing Interceptor, something I designed for both me and Miyu. It has over 148% increased acceleration and 75% greater speed compared to the Mk V and extra maneuvering thrusters so it can turn a 180 in less than a second. Then there's this," she zoomed into the bottom right of the blueprint to a picture of a six-barreled Vulcan gun. "Beam Vulcan guns. Not as powerful as the beam guns on the Mk V but much faster firing and they can out damage a plasma laser if properly tuned. I was thinking about replacing all the plasma lasers on the Arwings with this."

"That's not feasible," Bright Heart said, "The beam vulcans take too much power, we had to reduce the shields on the interceptor by half just to power them and the seeker plasma gun."

"Seeker plasma gun?" Tenderheart interjected.

"It's a weapon that we mounted on older Arwing models," Slippy said, "A charged weapon that fired a ball of plasma with limited tracking abilities and a small blast radius, though the twin hulls are lined with extra charging coils which allow the energy to focus more rapidly than the old model, and I added an extra feature to increase the ship's survivability." He watched as Faye switched to the next part of the blueprint then continued, "The overshield. A temporary defensive system that creates a barrier capable of deflecting even the _Fox McCloud's_ beam cannons, but it can only be used once per deployment or it will burn out the interceptor's systems."

"Impressive," Tenderheart nodded and smiled in approval.

"And then there's the last item," Slippy stepped forwards again to switch to a larger blueprint. It showed both a variant Arwing with forward swept wings and lanky bipedal robot of some kind, though more crudely drawn. "I'm calling it the Mechwing and I'm taking some of the new ideas Faye brought on board. It's a transformable Arwing based on the ship Cassandra captured before we came here. It needs more refinement but I think I can get it working."

"Leave that for later, focus on the Bomber and Interceptor for now and leave the experimental ones till later." Tenderheart was interrupted by Cheer's voice over the intercom.

"One minute until arrival at Sector X. One minute until arrival at Sector X."

"I'll be on the command bridge, excuse me," Tenderheart turned and left.

Tenderheart stepped on to the command bridge right as warp space dissipated into a view of a large blue X-shaped nebula. "Anything to report?" Tenderheart turned to Soulful.

"Not much except for a debris field between us and the nebula," Soulful didn't look up from his console.

"Andross had a R&D base here during the Lylat Wars," Fara said as she kept her eyes faced forwards, "They were supposedly developing a secret weapon here but if they were it never came to anything." A large girder floated towards them and bounced off the _Fox McCloud's_ shields, "Everyone wrote it off as a total loss."

"I can see that," Tenderheart stood next to Fara's command chair.

They heard the sound of the door open behind them as a new voice joined the conversation, "We can't guarantee they're going to keep thinking that, especially if they followed you here." Peppy Hare stepped onto the bridge, the cut on his head having been healed.

"Peppy!" Fara was up and out of her chair in an instant, "What are you doing up? You should be resting!"

Peppy waved her off, "It was just a bump and cut on my head, Doctor Get Well had me patched up and released in no time." He walked past Fara and stood next to her command chair, "Sector X… I remember the reports I read about Andross' secret weapon here but no one bothered to investigate, unless it was that ship that attacked us in the Venom Air Defense Zone." Both Fara and Tenderheart could sense the waves of unease emanating from Peppy as he continued, "I think something's still out there."

"We're not taking that chance. I'll get the remaining Arwings ready." Tenderheart put a hand on Peppy's shoulder, "want to join us?"

Peppy smiled then shook his head, "I appreciate the thought but I think my flying days are behind me now." He turned to Fara, "You should go with him, I'll handle things here."

Fara blinked, "Really? But Peppy my place-"

"Is in an Arwing, it has been ever since you flew those test flights with us back when we got the contract to test the Arwings." Peppy slid into the command chair then turned his head to face her, "I know it's hard but at least try."

"You should," Tenderheart put a hand on Fara's shoulder, "They're going to upgrade the Psiwing for you so you should get at least one more test flight in, if you want to join us later."

Fara took a deep breath then let it out in a long sigh, "Alright, let's go. Peppy you have the bridge."

OoOoO

Tenderheart was surprised to see most of the Mk IV Awrings already hauled back for disassembly. "They work fast," he commented as he turned to the bay, only his and Falco's Mk Vs, the Psiwing and Contrary Heart's Mk IV were still ready. "Alright. Connie, Falco, Fara and I will scout ahead into the debris. Everyone else sit tight."

Hugs sighed then turned around, "I'll be in my quarters then."

"Me too, good luck," Perfect gave them a thumbs up and left the hangar.

Fara had just finished changing into her purple flight suit. "It's been too long since I wore this." She stretched a bit then grabbed the psi-link headset and strapped it on. "Alright, Let's do this."

Tenderheart, Falco, Connie and Fara boarded their fighters and powered up. "Alright, team, this is a standard search mission," Tenderheart said, "We're only going in to make sure the place is safe. Does anyone have any information about what's in there?"

"After all this time, possibly just the automated defense systems," Peppy said over the comm, "but there might still be a few drones out there. Don't let your guard down."

"Not to mention the secret weapon, if it's still there," Fara said.

"Alright everyone, take off. The _Fox_ will only be a minute behind us," Tenderheart hit the thrust and took off. Contrary Heart and Falco took of positions to his sides with Fara directly behind him.

They passed through a hollow cube made of girders, waiting for something to jump out at them.

"Not much to see here," Connie commented.

"I can't sense anything ahead, can you?" Tenderheart asked, Fara.

Fara clutched her necklace for a moment, "There's something faint, it doesn't feel like a Lylatian."

"The base is… ahead?" Falco's quizzical tone drew their attention forwards. "Something's not right here, it's all gone."

A massive debris field lay ahead, large shattered panels that had been torn off support structures floating in space.

"I'm not getting any readings on sensors, no fighters, no turrets, nothing," Connie sounded tense.

"I know. It's eerie," Tenderheart couldn't help but shudder. "Soulful Heart, do you have anything?"

The fox shook his head, "Not much. This debris was definitely all once part of a single structure but most of it doesn't show any evidence of heat or radiation damage." He looked at part of his screen as it tracked a rather jagged piece of debris, "If the base was destroyed then it was probably physically ripped apart, unless a psion did this."

Fara shook her head, "No. Damage on this scale would still leave some trace of psychic resonance even this many years later."

"Then what took this base out?" Falco flew up and over a spinning panel.

"We might find, WHOA!" Tenderheart was forced to roll aside as a massive metal bar flew towards them.

"Geeze louise what is that?!" Falco pulled aside and even Fara was forced to dive to avoid impact. The object turned around and flew through them again.

"Where's it going?" Connie asked.

"Follow it!" Tenderheart ordered as he hit the boost through a thick debris field, nearly colliding with a tangle of girders still fused together.

"It's gone!" Connie said, "Wait. I'm getting something on my sensors. Turrets!" A few panels popped out and turrets opened fire on the fighters. They all dodged aside and fired plasma lasers at the defenses and they were gone in seconds.

"That's it?" Connie asked.

"Probably the last of the defenses that thing didn't destroy," Fara said. "Can you sense it, Tenderheart? I can feel something."

"Me too," Tenderheart nodded, "Just ahead."

"Look, another one." Falco said as another large metal beam flew across their vision, then turned and headed away from them.

"Is it trying to lure us?" Fara asked.

"Maybe, but if it's still active we need to take it out." Tenderheart accelerated after the beam, but lost track of it.

"It keeps slipping away," Connie bit her lip.

"Keep on it. We should find it soon. Fara are the psi-pods ready?" Tenderheart asked.

"It should work this time, and it will help them to perfect the link," Fara said.

"Good," Tenderheart said as they cleared a particularly large piece of debris.

"What the heck? Tenderheart, look behind you!" Falco's shout came almost too late as what looked like a large torso flew past their formation, followed by the two large beams they had encountered earlier.

A robotic voice sounded in their comms as the two beams linked to the torso and formed into large arms, "I WILL TERMINATE ALL ENEMIES." The top of the torso turned around to reveal a head with two glowing eyes and a pair of energy guns pointing at them. "YOU ARE AN ENEMY." Bright blue bolts of energy fired from the guns, striking Tenderheart's wing.

"Aim for the eyes." Peppy's voice came over the comm.

Falco and Connie managed to fire off several shots at the eyes before the head turned away and their lasers pinged off the durable exterior.

"WHERE IS THE CREATOR?" the robot fired off its two forearms as fists, almost hitting Tenderheart and Fara's fighters.

"Falco, try the beam gun." Tenderherart ordered.

"Got'cha, say goodnight!" Falco and Tenderheart fired off their beam guns, but barely made a dent in the armor. "Damn, what's it made of?" Falco asked.

"Must be an experimental alloy they never finished testing," Tenderheart said as he dodged the returning fists.

"DESTROY. DESTROY." The robot tried to swat the Arwings away with one of it's hands.

Connie tried to fly around the robot, only to be slapped back, her shields absorbing the blow, "We can't get to the face as long as those arms are in the way!"

"Hold on, let me try to attack from behind." Fara focused through the psi-link helmet and the pods detached from her wings and flew around the floating robot.

"WHERE IS THE CREATOR?" The robot fired off its fists again right as the psi-pods circled behind it.

"Why is it saying that?" Tenderheart asked.

"Fire!" Fara's voice was followed by the psi-pods blasting the robot's eyes from the behind, striking the eyes and blowing the head off.

"Alright! Take that!" Connie grinned as the robot slumped, appearing lifeless before them, then suddenly sprang back to life, "What the hell?"

"THE VIEW IS CLEAR." The robot wagged its right finger at the fighters as Fara's psi-pods returned to the psi-wing. "DESTROY. DESTROY." The robot grabbed a passing piece of debris and hurled it at the Awrings.

"Peppy! Incoming debris!" Tenderheart shouted.

"Don't worry, I got this." Katt's voice was followed by a bright blast from the beam cannons, fragmenting the debris before it could hit the shield.

"I WILL TERMINATE ALL ENEMIES." The robot whirled its arms, trying to strike the fighters and forcing them to back off.

"Aim for the core on it's neck," Soulful's report was nearly lost in the frantic attempts to dodge the arms. "That should destroy it."

"I got this!" Falco took aim and fired his beam cannon, striking just to the left of the core, "Hold still, geeze!"

"Don't rely on the beam gun, use your lasers," Peppy said.

"Don't have one, not gonna need one," Connie dodged aside as the arms stopped flailing and rapidly fired into the core, scoring several hits.

"Almost got it," Tenderheart tried to fire, but missed as the robot hurled another chunk of nearby debris at them.

"DESTROY. DESTROY."

"Oh I'll destroy you!" Falco dove under the piece of debris and fired into the core. The robot shuddered and threw up its arms too late to defend itself.

"I MUST BE COMPLETE." Then it exploded.

Tenderheart breathed a sigh of relief, "All aircraft report."

"Hah, nailed that one!" Falco said.

"That was my kill, Falco," Connie huffed.

"At least we know the psi-pods work now." Fara sighed.

" _Fox McCloud_ coming up behind you," Cheer's voice sounded over the comm.

"Good, we need a rest." Tenderheart said.

The Arwings turned around and flew back to the docking bay.

OoOoO

Tenderheart wasted no time in returning to the command bridge after he landed. "Alright Peppy, what's the situation report?"

"So far, no other empires ships on sensors. ROB is taking us right into the nebula." He pointed forwards as the large X-shaped blue cloud overtook the view screen.

They all felt a shudder as the ship pierced the edge of the gas cloud. It was silent for a moment before Soulful spoke. "Hull's holding up but sensors are dead now." He sighed and stepped back from his console, "Not gonna be much use up here now."

"That's fine. Fara and I need to talk to you." Tenderheart turned to Cheer, "Tell Bright Heart to close the hangar door," he paused, "have we ever closed that thing?" He shook his head, "never mind, close it." He walked over to Cheer and gave her a kiss, "I'll see you once we're both done, OK?"

Cheer giggled, "OK. I love you."

"I love you too," Tenderheart smiled then turned and left the command bridge.

OoOoO

Fara entered the forwards observation deck, which was now tinted faintly blue, and saw Tenderheart and Soulful Heart seated table. Tenderheart motioned to the empty chair next to him. "Please, join us."

Fara smiled, "Don't mind if I do."

Soulful Heart waited until Fara took her seat before he spoke, "What's this all about?"

"It's about you, and what I think you can do," Fara said. "You have an uncanny knack for picking out the perfect targets for us."

Soulful Heart folded his arms, "It's my job, as intelligence and sensor officer."

Tenderheart, "It's more than that. With the freighter raid you picked just the right target for us to get all the supplies we needed to do our upgrades when all the viable targets looked alike, and then when we rescued Peppy you knew the missile attack was coming before your sensors picked it up."

"Not to mention at least two dozen other times that I can think of that you pulled a winning answer out of your hat, but that's too many to list," Fara tapped the tabletop with a finger.

Soulful raised an eyebrow, "What are you saying?"

"I just need a moment. This won't take long." Fara took a deep breath then stared hard at Soulful. It made his skin crawl but he held still until she spoke again, "Just as I suspected. Soulful Heart Fox, you're a psion. A low level, the same level as Peppy and Miyu, but it's there."

"What?" Soulful did his best to stay calm as he processed the information, "For how long?"

"Probably your whole life." Tenderheart tapped his forehead, "I had the potential but I never knew it was a thing until Star Fox showed up on Earth, then feeling everyone die…" he shuddered.

"Without a dedicated way to check for psionic powers or even knowledge of them, most psions have their powers flare to life during traumatic events that force their senses to awaken, but in rare cases they develop naturally without the psion ever knowing." Fara said, "I believe you have limited precognition and possibly a sixth sense. They're fairly common powers and can be trained to become more effective."

"So do I have to get training now?" Soulful's tone indicated that he wasn't looking forwards to it.

Fara shook her head, "It's not required, just being aware that you have this power is enough to help it grow, even if only slightly. But I'm always available to help you practise if you're willing."

"Maybe. I don't know." Soulful stood up, "If you don't mind I'm going to my quarters."

"Not at all. Good night, Soulful." Tenderheart held back his yawn until the fox had left the deck. "I'm going too. It's been a long day and I have a lovely wife waiting for me in my room."

Fara smirked, "Go ahead, I'm going to get supper first."


	8. Intimacy in a Time of War

Chapter 8: Intimacy in a Time of War

Patient Heart Liger stepped through the door to his quarters to find the lights dimmed and Hugs standing in front of their bed and wearing a pink nightgown. Hugs gave him a sultry grin as he approached, "Welcome home, Pace."

"Happy to be. What's this about?" Pace approached his wife, somewhat cautious but intrigued.

Hugs closed the distance between them and put her arms around his shoulders. "I just thought that now we finally have some down time for the first time in years we should spend some intimate time together."

Pace chuckled, "Well I am patient."

Hugs gave him a small peck on the lips, "And Patience should be rewarded." She guided him towards the bed, "Unless you have something else you want to do."

Pace blushed despite himself, "There's no one else but you."

Hugs giggled as she helped him removed his uniform, "Then we're not waiting." Once he was undressed she gently pushed him down onto the bed and descended on him.

Five minutes later, Hugs was sitting up in bed and crying.

Pace sat up behind her and put a hand on her shoulder, "Hugs! What's wrong?"

Hugs reached up to wipe the tears from her eyes. "I'm sorry, Pace, I just." She took a deep sniffing breath, "I came back earlier and I just realized…my stars what have I become Pace?" She turned to Pace which let him finally see just how red and puffy her eyes were. "Every day I'm out there flying, fighting and killing while you work to keep saving our lives and…" She turned away from him, "How can you still look at me after everything I've done. I'm not the same Hugs you had feelings for years ago so why… why do you want to keep spending what left of our lives with me?"

Pace slid up beside her and put an arm around her shoulders, "You've changed, I've changed, we've all changed." He moved his face so she could see him out the corner of her eye, "But you're still the same Hugs I fell for years ago. Deep down we're the same Care Bears we always were even if we're not doing what we wanted to do when we were kids.

Hugs turned her head away, "But I'm a killer now, a cold-blooded killer!"

Pace frowned and used his free hand to turn Hugs' face towards his, "You're not cold-blooded. The fact that you're crying about it shows that you aren't and that's one of the reasons I love you." He gave her a soft kiss, "I wish we had more time to spend together but intimacy is one of the casualties of war. Even if we're living on borrowed time we should spend it together while we can."

"Oh Pace!" Hugs's tears welled up as she threw her arms around him and sobbed into his shoulder, "What would I without you?"

Pace chuckled, "Well you don't have to wonder anymore," he pulled away from her then gave her a deep kiss on the lips, his eyes moistening from the emotion of it all. "Now then, if you still want we can be intimate now."

Hugs smiled through her tears and nodded, "Yes, please." She lay back on her bed and Pace came down with her and they kissed.

OoOoO

"Daddy!" Kalico Lombardi, a five-year-old blue cat wearing shorts and a t-shirt, ran up to Falco as he entered their family's quarters.

"Hey baby girl," Falco crouched down to giver Kalico a hug once she was in range.

"What, no hug for mom?" Katt teased as she stepped around her husband and daughter.

Kalico grinned and released Falco to give her mother a hug, "Mommy!"

Falco hung his flight jacket up as he watched Katt give their daughter a kiss on the forehead.

"Are you doing alright, stuck in here all day?" Katt asked once she was finally released from her hug.

"Kinda, I've played most of the games." Kalico pointed out the window, "Why is space blue now?"

Falco walked over to the window and put a hand on the sill, "That's the Sector X nebula. It's like a big cloud in space." He turned to watch as Kalico stood on her toes to get a better look, "We're using it to hide from the bad guys."

"The bad guys you and mommy fight every day?" Kalico didn't turn from looking out the window.

"That's right, but mommy and daddy aren't going to be fighting for a while. Everyone needs an upgrade now." Falco turned to sit on the double bed he and Katt shared.

"What's an…up-grade?" Kalico turned to look at her parents.

"Well all of our friends need better fighters to keep up with me," Falco smirked and jabbed at his chest with a thumb.

Katt rolled her eyes, "So since we don't have anything to do, we're going to spend a lot more time together for the next couple weeks," she yawned, "starting tomorrow."

"Aww, OK," Kalico sounded a bit dissapointed but she still smiled.

OoOoO

Cheer was doing stretches in her quarters, she bent over and peered between her legs at the door as Tenderheart entered. She gave an upside-down grin, "So how are things with the new fighters going?"

"Pretty well this week." Tenderheart removed his flight jacket and hung it up in their closet, "Perfect said he was going to switch to an Arwing Bomber to help Slippy and even the Psiwing is coming along nicely. It shouldn't be too much longer before the essential refits are finished." Tenderheart finished undressing and sat down on their bed.

Cheer finished her stretches and plopped down next to him, bouncing slightly as she hit the mattress, "I almost forgot what it's like to go in just fur." She turned to her husband, "Tenderheart, do me a favor please."

"Anything."

"Don't talk shop to me in here." She rolled onto her side, "Neither of us have anything to do while we're hiding in this nebula so let's have some time for just us, OK?"

Tenderheart chuckled, "Alright, I suppose I made you wait a week with nothing to do. I'll make this our time." He turned over and kissed him, "You're the reason I keep fighting, Cheer. For whatever might come after this is over."

Cheer giggled and put a finger to his lips, "No future, stay in the present," she kissed him again and drew him closer.

OoOoO

"Amanda," Slippy sat down at a table in the rear observation lounge with a tray full of food, "We could use your help with something."

"Really?" Amanda sounded skeptical as she looked at her husband.

"We need help with the mechwing," Slippy pulled a datapad from his pocket and leaned over to read it with her. "We're having trouble with the servos for transformation and limb movement."

Amanda chuckled as she read the information, "First the Psiwing and now this? How many times are you going to ask a cyber-doctor to fix your little fighters?

Slippy flushed slightly, "As long as we need to. Any ideas?"

"A few," she smirked, "I'll come down to the docking bay after lunch."

"Thanks," they nuzzled then went back to eating.

OoOoO

Faye Spaniel lay front down on the bed dressed only in her undergarments as she stared at the datapad in her hands and rotated through a 3D wireframe diagram.

Miyu Lynx, just as minimally clothed, leaned over Faye's shoulder from where she stood next to the bed, "What are you working on this late?"

"It's the mechwing," Faye looked back over her shoulder and lifted up the datapad so Miyu could see. "We just finished assembling it today, take a look."

Miyu looked closer and saw an Arwing with forward swept wings, twin engines at the back and two large guns mounts on the back as it rotated in place and Faye spoke, "It has plasma lasers under the wings and beam cannons on the back."

"Beam cannons?" Miyu glanced at Faye.

"About the same strength as the ones on the Mk V but we couldn't fit a Nova Bomb launcher on it. Then there's this," Faye touched a button on the bottom left of the screen. Miyu watched as the wireframe shifted. The machine rotated upright, the two engines unfolded into a pair of legs, the wings folded forwards into the body, arms under the fuselage unfolded to the machine's sides, the guns on the back tilted to face over the shoulders and the nose cone folded down to the machine's chest exposing the machine's head which had two triangular eyes but was otherwise plain looking.

"I based some of the design off cartoons Cassandra used to watch, and some of the ones I use to watch. The plasma lasers are inoperable in this mode but the forearms," she tapped one of the forearms and the top opened to reveal a three barreled Vulcan gun, "Beam Vulcans in the forearms and something else," she tapped the same hand and the fist closed as emitters opened as an energy blade extended from the fists, "Beam katars for close range combat. With the engines in the legs, rotating G-Diffusers and an active mass balance control system this machine is the most maneuverable fighter I've ever seen, though it's shields suffer and the multiple shifting parts put limits on how far laminate titanium can be pushed even with my energy dispersing gel."

"So what's the problem?" Miyu stood up as Fay turned back to look at the screen.

"The transformation is too slow. Watch," she pressed the 'transformation' button again and they watched it shift back to fighter mode, "It takes a full six seconds and the Mechwing is helpless until it finishes."

"And staying still, or even coasting in one direction, in a battle for that long is suicide," Miyu nodded.

"Yeah and I've been wracking my brains trying to figure out a solution," Faye let go of the datapad and pressed her fists into her forehead, "But nothing comes to me no matter how hard I think."

"You want my advice?" Miyu didn't wait for an answer but plucked the datapad from Faye's pillow, "go to sleep."

Faye rolled over until she was facing Miyu, who stood with the datapad held up in one hand, "But I need to figure something out before we can make a simulator program!"

Miyu shook her head, "Dr. Spaniel, if you stay up all night then you're going to be no use to anyone. A fresh mind will serve you better than an exhausted one," She walked around to her side of the bed and set the datapad down on her beside table, "Now get some sleep. That's an order."

Faye sighed but slipped under the covers and lay with her back to Miyu as she slid in next to her. "We're not in the Cornerian military anymore."

Miyu kept her back to Faye but smirked anyway, "I still made Lieutenant Jr. Grade before it all blew up, Ensign Spaniel."

OoOoO

Take Care Bear entered sick bay to see Get Well checking the nanite healing chamber. "Good morning, how is she?"

"Still healing." Get Well stood back from the instrument panel, "I replaced the IV and emptied the waste. I wish we could speed this up."

Take Care shook her head, "Can't risk it on the first real test, but after two weeks she could be healed any day now. All we can do is wait and keep the chamber stable." She sat down at her desk, "As long as no one gets hurt we don't have much else to do. I'm just relieved the patches I made to Cassandra's DNA with Fara's took so well."

"Why did it? Sorry but I kinda missed the whole 'why Lylatians sort of look like us' bit." Get Well pulled a chair over to sit across from her mother.

Take Care nodded, "Right, so much happened so fast that we never had a meeting for everyone about it. There's a lot I don't quite understand but the same catalyst crystal that created us on earth passed through here before it came back to Earth and it caused a similar change in the local wildlife. As for the similar species," Take Care shrugged, "I can only guess that a similar environment created similar species, or that we're based on the species from these planets or the catalyst carried DNA from Earth animals to here."

"Chicken or the egg," Get Well sighed, "I'm not going to try and puzzle it out, I don't need the headache."

"Good idea, I get enough wondering that myself," Take Care turned to look at the healing chamber, "I'll keep an eye on her if you want to spend time with Hugs."

Get Well smirked, "If I can get her and Pace apart for a while. I think they're making up for years of lost time." Get Well stood up and was halfway to the door when a thought occurred to her. "Mom, what are we going to do when this is all over?"

Take Care had just stood up and turned to face Get Well, "You mean the war?"

Get Well nodded, "Yeah. Maybe we can find a place to settle down on one of the planets here in Lylat. Maybe start a new Care Bear Family."

Take Care averted her eyes and scrunched up her mouth for a moment, "I appreciate your optimism, Get Well, but I don't know if that will work."

"I know it will, mom. I'm gonna go get some breakfast," Get Well turned and left.

OoOoO

"I got it!" Faye came running through the door into the docking bay, pulling her uniform's shirt as she ran. She finished zipping up the shirt as she stopped in front of Bright Heart and Slippy at their workstation.

Faye dropped the datapad with the Mechwing schematics on the table, "I thought of it while I was in the sonic shower. If I can use magnetite in my heat dispersing gel on the Mechwing's joints I can create a magnetic coating that should increase the transformation and limb movement by over 500% and eliminate most of the friction too."

Bright Heart and Slippy looked over the data on the pad she had brought.

"Sounds plausible," Bright Heart said.

"Gotta finish the superstructure construction first, and maybe wait for Cassandra to wake up." Slippy said.

"Well then, leave the chemistry to me, you two work on building the ship." Faye was grinning from ear-to-ear as she went to work.

"I'll call Amanda. She should be part of this." Slippy pulled out his communicator.

Less then ten minutes later, Amanda was working side-by-side with Faye on the magnetic coating.

While they were working, Soulful Heart Fox approached the group and tapped Bright Heart on the shoulder.

Bright Heart turned to see a very nervous look in his friend's eyes, "Soulful? Are you alright?"

"No." Soulful said, bluntly, "Can we talk, Bright?"

"Sure," Bright Heart turned back to the workers, "I'll be back later," then turned and walked away with Soulful Heart.

They didn't say anything until they were in the hall outside the docking bay.

"Soulful, what's wrong?"

Soulful sighed, "When we came into the nebula, I was told that I'm a psion, like Tenderheart and Fara."

"You are?" Bright Heart was a bit taken aback by the news.

"Yeah, not a strong one but I seem to have minor precognition and a sixth sense." Soulful stopped in the corridor, "They said that's why I'm always able to pick through data for the best targets with minimal risk and why I can sometimes spot things before they happen."

"That's great, Soulful," Bright Heart put a hand around his friend's shoulders then looked him in the face, only to see his downcast expression, "What's wrong?"

"I just…I wish I'd known I could do this sooner, maybe I could have stopped…" He took a deep breath.

Bright Heart put a hand on Soulful's shoulder, "Soulful, don't worry about 'what ifs' we're here now and we can make a difference. When we win this war then you can worry about it, or even refine it."

" _If_ we win," Soulful said.

Bright Heart winced slightly, "Let's get some lunch, OK?"

Soulful nodded, "OK."

OoOoO

Take Care had stayed late in sick bay, even eating her supper at her desk. She was just putting the empty tray and dishes into the matter recycler when she heard the nanite healing chamber's alarm go off.

"Finally ready to come out," Take Care walked over to the chamber's console. She shut off the IV sedative and started injecting a mild stimulant to bring her around, monitoring her vitals as she slowly came around; as soon as Cassandra was at the edge of consciousness, Take Care unlocked the lid and let it lift open.

"Rise…and…Shine?" Take Care's snark quickly changed to confusion as Cassandra Avalon stirred awake. Cassandra held a hand to her forehead as her vision cleared. She took a deep breath and sat up, then drew a hand over her face.

Cassandra grinned, "Feels like it worked." She saw Take Care's shocked expression as she slid off the edge to stand up, "Is there something on my face? I mean other than skin and fur now."

Take Care regained her composure, "Not on your face. Looks like the holes I plugged in your DNA had an unexpected effect."

"Unexpected? What?" Cassandra looked down and started.

"Hold on. I'll get a mirror," Take Care went into her office and a quick command to her replicator later wheeled out a full-length mirror on wheels for Cassandra to get a look at herself.

Cassandra no longer had the teddy bear-like appearance of other Care Bears. She was much slimmer all around, about one head taller than she used to be; her body looked toned instead of plush, her two tails were a bit longer and she had visible breasts. She prodded her chest just to make sure she wasn't seeing things.

"Wow, I mean damn I did not expect this," she ran her hand over the newly grown skin on her left eye. There were some scars surrounding where the burnt gore had been but the nanites had at least done their intended job properly. She reached up to her left ear, feeling the tear where a chunk of her ear was still missing, "I think it missed a spot though." She looked towards her stomach through the mirror, "I still have my tummy symbol," indeed the blue ribbon with a red heart was still where it had always been. She turned around and looked over her shoulder at her back, the same slimming and toned changes present there as she swished her twin tails, "Not bad," she smirked, "I actually kinda like it." She turned to Take Care, "So why did this happen?"

Take Care had been piecing together 'why' as she observed the fennec's examination of her new body and she answered with what she had surmised, "The psionic injury you took damaged some of your DNA and I didn't have a digital scan of you without the damaged DNA so they weren't able to fix you unless I patched over the damaged data with something similar. I copied some of the data from Fara's medical file, with her permission, to fill in the gaps and the nanites seem to have interpreted it as a chance to 'fix' other aspects of your body it saw as wrong." She walked over to the chamber and checked the readout on the screen, "Looks like it even fixed your endometriosis and the damage that was done after the operation I gave you when Miracle Heart was born."

Cassandra stared over her shoulder at Take Care for a moment, then chuckled, then outright laughed. Take Care turned to her with a look mild distaste until Cassandra spoke.

"Sorry, it's just the irony. I have a hot body now and the one thing that stopped me from having kids is gone, but now there's no one I want to show this off to or have kids with." She wiped a tear from her left eye that had come out during the laughter. "So what am I? I'm still a Care Bear but I look like a Lylatian."

"Based on these results, something of a cross of both now," Take Care looked up from the report, "Nevertheless you're cleared to go back to your quarters for now but you're still grounded until I say otherwise."

"Right," Cassandra looked to where her uniform had been hung on the wall. She walked over to and touched the all-black outfit, "Don't think this is going to fit anymore and the computer doesn't have my new measurements. Hmm…" A thought struck Cassandra and she turned to leave. "Recycle it. I have something to do."

Take Care blinked as Cassandra left. She'd have to have a talk with her later.

OoOoO

Amanda, Faye and Slippy were all working on the Mechwing's arm when Cassandra strode into the docking bay, more naked than they had ever seen her. They all stopped and watched as she walked past them and to the fabricator where she started punching in a sequence on the main machine.

Faye had yet to actually meet Cassandra and she just stared at the Fennec, "That's not Fara. Who is that?"

"That's Cassandra, she's been in a nanite healing chamber since you came on board," Slippy leaned over and spotted her tummy symbol, "That's definitely her, but she didn't look like that when she went in."

"Take Care mentioned something about patching damaged portions of her DNA with Fara's, maybe this is the result." Amanda said.

"What's she doing?" Faye walked away from the arm and over to Cassandra as she finished and something was being printed and assembled in front of them. "Hi, I'm Faye Spaniel and you are?"

Cassandra turned and gave her a smile, "Cassandra Avalon. Are you new here?"

Faye nodded, "Yep. You picked me up a couple week ago, before we came here."

"Right before I went in the chamber." Cassandra turned back to what was being assembled, a sewing machine, and pulled it out before entering another design into the machine.

"What are you doing?" Fay asked.

"I need to make a new uniform, my old one won't fit and the computer doesn't know my measurements anymore," Cassandra looked down at her bust and smirked, "I don't know myself anymore. Should be fun to find out." The fabricator finished it's second order, an adjustable dressing doll. "I can replicate all the fabric I need in my quarters. Talk later, Faye." She picked up the sewing machine and dressing doll and headed out of the docking bay. Faye was a stunned that she could carry them so effortlessly.

Fara entered the docking bay and stopped as Cassandra passed her. "What the?" She watched the Care Bear Fennec's two tails swishing behind her as she headed for the elevator, then shook her head, "I'll ask later."

"Ahh, Fara," Slippy stood up, "Ready for another Psychonite system test?"

Fara nodded, "Yes, I am."

OoOoO

Cassandra heard her door buzz but didn't stop her work, "Who is it?"

"Get Well Bear. Can I come in?"

Cassandra stopped her work, "Alright." She turned around in her chair as Get Well entered.

Like everyone who had seen her since she woke up, Get Well was startled by Cassandra's appearance, but did a better job of hiding that fact. "You've been holed up in here for a couple days. What are you doing?"

Cassandra slid aside to reveal the sewing machine and pointed to the dressing doll, "Making a new uniform," she ran her hands down her body, "My old one doesn't exactly fit anymore."

Get Well ignored the fennec's actions as she looked at the dressing doll, "I didn't know you sewed."

"I haven't had a chance to in a while," Confidence turned back to her sewing machine, "But the old skill never leaves really, after a few false starts."

"Do you want to talk about any of this?" Get Well sat down on Cassandra's bed.

Cassandra hovered her foot over the machine's pedal, then withdrew it. "Did your mom send you here to talk to me."

"No, I volunteered," Get Well said. "Cassandra, how do you feel about all of this?"

Cassandra sighed, "Better than I have in years. My face doesn't hurt anymore but this new body feels… both weird and great at the same time." She smirked, "If I wasn't a martial artist I'd probably have trouble staying upright." She turned around, "Is this a therapy session?"

"I'm not as good at that as I'd like to be. Not enough practise. But I thought you'd talk to me more than mom," Get Well said.

"You're right. But I want to focus on this," Cassandra pointed to the sewing machine, "Can we talk later?"

Get Well sighed and stood up, "If you want, just don't shut us out again."

"I won't." Cassandra smiled and went back to her work.

OoOoO

Defender Bear stood in the docking bay and stared at the Mk V that had just been assembled. His new fighter.

"Penny for your thoughts, dad?" Hope Bear stepped up alongside Defender.

Defender kept his eyes on the ship as he answered, "Just thinking, a lot. We've had two weeks with nothing to do but wait and fly simulator missions, and I can't help but wonder when this is going to end."

"I know dad," Hope leaned up against her father, "I've had too much time to think lately, just watching if the nebula is breaking through the ship plating." She stood up, "And I've been practising something, look," she held up her hand as Defender turned to her. A tiny flame appeared in the middle of her hands.

"Hope! That's amazing," Phoenix smiled, "I mean I didn't think you'd inherited anything like that from me."

Hope smiled and looked up, "It's not much, but I want to learn more if I can."

Phoenix put hands on Hope's shoulder, "I'll try, but I've never tried to teach someone who wasn't already gifted."

"Like Uncle Truth Bear?"

"Like Uncle Truth," Phoenix nodded.

OoOoO

It was a couple days later when Cassandra finished her new uniform, including a trip down to the docking bay (once again unclothed) to make a new mask.

She stepped into the rear observation lounge and strode to the nearest replicator, deliberately trying to draw attention from everyone as she swished her twin tails behind her. Her new uniform consisted of mustard-yellow military pants with pouches halfway down the legs and a currently empty holster for a blaster pistol at each hip, a shirt made of black segments and separated by bright yellow lines which included the zipper down the middle right up to shaped yellow cups that covered her breasts but left a visible amount of cleavage exposed above a black trim and black straps over her shoulders but no sleeves; it was topped off by a standard white Star Fox flight jacket that had a yellow bar around the collar. Her new mask retained the one-way lenses she had worn before but now was much small and had tighter curves around the side of her muzzle and yellow trip along the top and bottom edges and around the top of her muzzle with a few yellow splotches here and there.

Cassandra smirked at the looks she was getting as she ordered a large bowl of cream of potato soup with bacon and two large pieces of sourdough bread then walked over to where Bright Heart, Slippy, Faye and Amanda were seated.

"So, how goes the upgrades," she grinned as she started eating.

"They're going well," Bright Heart coughed slightly, "You're looking nice, I mean well." Bright Heart blushed slightly as he refocused on his food.

"The Mechwing should be ready in a couple days and the simulator is all ready for tests. Bright Heart can show you when we're done here," Faye gave a sly smirk.

Cassandra noticed too and smirked, "That would be great too."

Slippy either didn't notice or didn't care about the tension between the two, "Cassandra, why are you still wearing that mask? I thought our nanite healing chamber fixed that."

"It did," Cassandra removed the mask, showing her healed but scarred face and green eyes.

"So why still wear it?" Amanda asked.

Cassandra smirked, "Because it makes me look mysterious and bad ass."

"It does," Bright Heart said, then averted his eyes and focused on his food.

"Thank you, although," Cassandra looked down at her half-full bowl of food, "I don't know if this is right, I mean being called Cassandra."

"What?" Bright Heart looked up at her.

"I mean…I still hurt and I feel…different, more like my old self, but I'm not I mean look at me?" she slid her chair back to show off her changed body and the two tails that poked through the gap at the back of her chair. "I'm not Confidence Heart Fennec even, though I feel like it, and I definitely don't feel like Cassandra Avalon, who just hid her emotions, so I think…I need a new name, sort of."

"Like what?" Bright Heart asked.

The Fennec put her hand on her chin for a moment, "I think…Confidence Heart Kitsune."

Bright Heart smiled, "Sounds good."

"Alright," Confidence Heart Kitsune tore into her food with incredible speed, tearing off hunks of bread and drinking down her soup before she donned her mask again, "So shall we, Bright Heart?"

Bright Heart nodded, "OK. I'll show you the pod we modified." He took her hand and led her out of the observation lounge, and Confidence didn't object.

"I smell love in the air," Faye giggled.

"Really?" Slippy said.

"Maybe not love, but I think they're going to be seeking companionship soon, and they'll need it," Amanda surmised.

OoOoO

"…and this is the transformation button. We spend a few days tweaking it to make sure it was as accurate as possible." Bright Heart stepped back from the controls of the modified simulator pod.

"Thanks, I've always wanted my own giant robot," Confidence Heart grinned.

"Well, I'll leave you to it," Bright Heart turned to walk away, until Confidence grabbed his arm.

"Wait, Bright Heart, we should talk."

Bright Heart turned back around, "What about?"

"Well, I saw how you looked at me. What? never seen a sexy Care Bear before?" Confidence Heart's expression behind her mask was immutable but her voice carried a hint of coyness.

"Well umm…I thought Gentle Heart was sexy but I mean…" Bright Heart stumbled over his words.

Confidence Heart released his arm and she removed her mask, her eyes were a bit pleading, "Sorry, that's a bit much. But we were friends before all this happened and now…" she placed her hand over her heart, "I was trying too hard to avoid it, but I'm lonely now. I don't think I've ever made any friends with the others on this ship, and…"

"I know. I feel lonely too even with the friends I have made." Bright Heart scuffed the deck plating with his boot, "Look, I know this sounds sudden but I…"

"Want to come back to my quarters tonight?" Confidence asked.

"What? I mean…"

"Too much?" Confidence Heart sat back and sighed, "Let's just eat dinner later and see where it goes from there. Even if you just want some intimacy, besides," she looked down at her body and smirked, "I want to see how this new bodies handles," she gave a wink to Bright Heart.

Bright Heart turned beet red, "I…" his voice dropped to a whisper as he spoke but Confidence's sensitive ears heard every word, "I want to see what it feels like too."

"Good then, I'll see you later, maybe even let you squeeze," she snickered and put her mask back on before engaging the simulator. Bright Heart hurried away, deciding to distract himself with work until dinner time came.


	9. Return to Action

Chapter 9: Return to Action

Confidence Heart Kitsune lay back on a bed in sick bay. She wore her new uniform except for the mask and jacket which were hung up by the door. Confidence sighed and stared up at the ceiling as Take Care sat nearby.

"Do we have to do this, Take Care?"

"Yes," Take Care held up a paper notepad she was writing on, "I've seen you around the ship and I admit that you've made a lot of progress: opening up and engaging with your old friends and crewmates. But I can't just let you back on the flight roster without proper therapy, Confidence. Though I am happy that you're using your old name, sort of."

Confidence sat up, "Hey, my daughter changed her species name to 'kitsune' when she grew her second tail, I think it's my right to do that too!"

Take Care rolled her eyes, "Alright, that's fair. But still I want you to tell me how you're feeling since your operation, physically and mentally."

Confidence Heart lay back, "Mentally? A lot more focused and clearer, but I don't like being alone with my thoughts much since I think too much about the past. But I have been giving the Mechwing simulator my all lately." She saw the annoyed look on Take Care's eyes, "You only said I couldn't fly real missions, nothing about simulators."

"I'd still rather you didn't."

"When I get put back on the roster I need to be ready to go back out there. That's why I'm here," Confidence Heart said.

"At least you're being honest about this." Take Care looked back to her notes for a moment, "Is there anything else?"

Confidence smiled, "Yeah. Bright Heart and I are together."

Take Care was startled by the news but did her best to hide it, "Together? In what way?"

"We've slept together and we're spending our off-hours with each other, and Soulful Heart. I guess you'd call it 'affectionate' but not romantic yet." Confidence Heart turned to Take Care, "Is that alright?"

"What you do in your spare time, and who you do it with, isn't any of my business. Although, it is good that you're opening up to such a relationship after everything that's happened."

"Thank you."

"And how do you feel, physically, after your transformation," Take Care pointed to Confidence.

Confidence sat up and looked down at her much more defined body, "It's weird, but I got used to the balance and honestly," she smirked, "I like how I feel."

"At least you're adjusting." Take Care said.

Their session continued for a full hour and Confidence Heart kept surprisingly calm despite probing questions. It finally concluded with Confidence standing up and preparing to leave.

"So how long until I can be put back on the roster?" Confidence asked as she donned her flight jacket.

Take Care groaned, "Asking every session isn't going to speed things up. I'll tell Tenderheart when I think you're ready."

Confidence paused, her twin tails swishing back and forth as she picked up her mask. She didn't turn around as she spoke. "Take Care. If we go back into battle and I can't fight, it's going to destroy me. If I can't help us survive out here, if I can't make a difference then I won't be able to live with myself, especially if my involvement could have saved lives or ended this war."

Take Care did her best to remain unmoved, "I'll tell Tenderheart when I think you're ready."

Confidence donned her mask, then left without another word.

Confidence Heart found Bright Heart and Soulful seated together in the forwards observation lounge. She smiled and grabbed a sandwich from the replicator before she joined them.

"Hey Bright," she gave the raccoon a kiss on the cheek then spied the datapad he had been staring at, "Working on something?"

Bright Heart smiled as she sat down and showed the info to her, "Yes. It's an interface add-on for the Mechwing that reads the flow of your mana. In theory it should allow the Mechwing you respond to your actions a lot faster."

"Like it was my own body?" Confidence removed her mask and set it on the table.

"Not quite. But when it's combined with the magnetic coating it would make your ship the fastest responding in the squadron, in mech mode at least," Bright Heart looked up at her.

Confidence Heart smiled and gave him another kiss, "I love it. How soon can you have it ready for testing?"

"A couple hours, it's not that complicated to build I just need your help to calibrate it." He gave her a kiss back.

Soulful just rolled his eyes at the public display, but at least after five years Bright Heart was starting to recover from his loss. "Aren't you still grounded, Confidence?"

Confidence paused with her mouth open, the sandwich about to bitten into, "For now. But I need to make sure I can help when that ends." She bit into her sandwich.

"Right." Soulful said.

Bright Heart finished his soup and stood up, "I'll head down to the docking bay to get started. See you there, Confidence," he gave her a kiss on the cheek before he left.

OoOoO

"I want you to put Confidence Heart back on the flight roster." Tenderheart stood facing Take Care, hands behind his back.

Take Care just stared back at Tenderheart, half in shock half in irritation. "I can't do that. She's finally making progress and I'm not going to let her start throwing herself into deadly situations again before she's better."

Tenderheart sighed and relaxed his arms, "I know, Take Care, and I understand she needs help, we all need help, but right now we need every pilot we can spare. We're leaving the nebula in a few days, once the ships have been fine tuned, and we all need her out there."

"And have you even considered the damage you'll do to her psyche if she goes back into battle this quickly!?" Take Care was doing the best she could to keep her voice from shaking with anger. "I can't release her until I know she's better."

"She's never going to get better if we all die!" Tenderheart's sudden shouting took Take Care aback and Tenderheart softened his tone as he continued, "I know she needs long-term help but long-term doesn't exist for us in any capacity right now. When this is all over, when the Empire is gone and we can all just sit down and rest we're all going to need that kind of help, even you."

It stung Take Care to hear that, but she couldn't deny it.

Tenderheart walked over to the nanite healing chamber and traced a hand along it's instrument panel, "I've seen her improve drastically since she came out of this thing and I think with her new relationship with Bright Heart she'll have every reason to keep on living." He turned back to her, "and the more of us fight, the sooner this can all be finished and we can start healing for real."

Take Care sighed and averted her gaze for a moment, then turned back to Tenderheart, "Fine. I'll release her from her medical leave but I will be noting this is against the better judgement of the chief medical officer."

Tenderheart smiled, "That's fine. Pardon me but Fara said she needed to see me." He turned and left.

OoOoO

Tenderheart spotted Fara as soon as he entered the rear observation lounge, she was seated at a table with a long object covered in a small sheet of cloth sitting in front of her.

"Is this what you wanted to see me about, Fara?" Tenderheart sat down in front of her.

"Yes." Fara carefully uncovered the object, a longsword. The core of blade was black but filled with six tiny pink nodes on both sides that were connected by gold lines that looked like circuitry, the blade itself was silvery and 2 cm wide surrounding the core, the handle was long enough for a two handed grip and wound with a fake leather grip attached to the blade by a small round guard. "I made this for you in the docking bay," she smiled, "I still know my way around the technology."

Tenderheart lifted up the blade, surprised at its weight. "What's it made of?"

"The core is durabillum to give it more striking power and the blade is laminate titanium. The circuitry is gold and the nodes are made of psychonite."

Tenderheart gawked at Fara, then noticed she wasn't wearing her psychonite pendant, "Did you use your necklace for this?"

Fara nodded, "I wanted to keep it, but you needed it more." She touched the nodes on the sword, "If you channel psionic energy into the sword then the laminate titanium will project it outwards and drastically increase the cutting power of the blade."

"Once I get used to the weight." Tenderheart stepped away from the table and gave the sword a couple experimental swings, nearly overbalancing both times. "I just need some practise," he turned back to face Fara, "Are you sure about this?"

Fara stood up and walked over to him, "It's a moot point, I already did it." She put a hand on Tenderheart's shoulder, "Besides, I have enough in the Psywing for myself, you can have this much." She handed him something else, a back sheath and belt for the sword.

Tenderheart accepted, "Thank you."

"I see you're getting prepared as well." The voice came from Peppy as he entered the lounge. He looked the sword up and down, "That's a fine sword. Looks similar to an old weapon design from when psionics were more widely studied."

Fara nodded, "It is, but I modified the design with modern technology."

Peppy extended a hand to look at the sword and Tenderheart handed it over, taking the chance to attach the back sheath. Peppy sagged under the weight a bit, "Heavy, but it feels balanced." He handed the blade back to Tenderheart, who accepted it and strapped it to his back, "It should serve you well."

OoOoO

Confidence Heart stepped out of the Mechwing's cockpit and grinned at Bright Heart, who was monitoring the equipment from just outside. "It felt great, Bright. How does it look."

"80% of maximum efficiency, well above projected levels," Bright Heart looked up, "It should be all ready to go in a couple days when we leave Sector X."

"Great," Confidence Heart drew an arm up his side, "So unless you have more tests to do, want to call it a night?"

Bright Heart blushed, "I just have to fine tune a few settings, then I'll come by."

"Don't keep me waiting," Confidence Heart gave him a kiss on the cheek then walked away, swishing her twin tails provocatively.

Soulful Heart had come down to help Bright Heart with some of his calibrations and rolled his eyes at the display, "Don't you two think you're moving things a bit too fast?"

Bright Heart shrugged, "Maybe, but right now it's a comfort I need and the way things are going I don't know if there's any chance we'll have to do anything like this again."

"I see your point," Soulful turned back to his work, "If this war ends, will you two stay together?"

"Probably, especially if I get her pregnant."

Soulful raised an eyebrow but continued with his work, "Just don't be too crazy. We have no idea how long this war is going to last."

OoOoO

In the command bridge, Tenderheart, Fara and Peppy stood next to Soulful as they went over their plans to leave Sector X. Soulful traced a path on the sensor image that had been taken right before they entered. "They're likely expecting us to emerge here, the opposite side of the nebula where we entered. If we set out bearing 335 mark 2 then we'll come out on behind their line. If we make a short warp jump then we can get the drop on them."

"I see your senses are well honed now, Soulful," Peppy nodded, "A large fight will prove risky."

"But it's the best chance we have to test out the new fighters in real combat," Fara said.

"Alright!" Tenderheart clapped his hands. "We set out tomorrow at 0800 hours, at that moment I want us on full combat alert with every fighter ready to launch."

OoOoO

The docking bay thrummed with activity as everyone prepared for combat launch. Confidence Heart and Bright Heart shared a kiss before she stepped into the Mechwing's cockpit and donned her mas, which now had communications built into it.

Tenderheart powered up his Mk V and turned on the comm unit. "All fighters prepare for launch once we enter the battle zone. I'll launch with the interceptors followed by the rest of the Mk Vs, then the Mechwing and bombers."

"Clearing the nebula. Enemy fleet located on the lateral side of the nebula." Cheer's voice came over the comm. "Preparing to come about."

"Alright, everyone be ready for launch," Peppy said.

They all felt a sudden lurch as the _Fox McCloud_ jumped into warp for a brief moment, popping back into normal space right next to the fleet as the docking bay door opened.

"Launch!" Tenderheart hit the button and show forwards alongside Miyu and Faye in their interceptors with the rest of the fighters following behind. Connie, Hugs and Falco forming up behind the three of them in their Mk Vs, Confidence directly behind them in her Mechwing and Fara bringing up the read flanked by Slippy and Perfect in the bombers.

"Soulful, can you give me the enemy fleet composition?" Tenderheart said.

"Coming in now," Soulful checked his monitor, "Two carriers, one battleship, six corvettes and about 250 fighters."

Faye whistled, "Looks like they really rolled out the welcome wagon for us."

"Let's not disappoint them," Confidence Heart grinned.

"First wave incoming!" Miyu shouted, "Boosting in!" Both Miyu and Faye shot forwards as they hit the throttle, their interceptors easily outstripping Tenderheart. As soon as the first wave was in range their twin beam vulcans shredded through the first six fighters.

"Taste the charge!" Faye hit the charge trigger and a second later fired a large ball of plasma forwards, destroying nine V-fighters as they closed in.

"Now this is more like it," Miyu followed suit and sent several plasma bolts hurtling towards the incoming fighters, destroying most of them.

"Break and attack!" Tenderheart gave the order and the fighters scattered, lasers and beam Vulcans shredding through them like tissue paper.

Contrary Heart gave a whoop of excitement, "So this is the Mk V. I like it!"

"Keep focused! Here comes the second wave!" Falco shouted as he pulled a shield roll to the side.

"Eat this!" Confidence's shouted as she flew into the formation, plasma lasers and beam cannons firing in the waves.

"Incoming corvettes, leave this to us," Slippy said. Both he and Perfect boosted ahead.

"Beam cannons locked…fire!" Perfect's shout was accompanied by twin beams shooting out from the bombers and perforating the first corvette.

Fara watched the first corvette explode, then focused on the new system. "Psychonite system active. Deploying psi-pods." The six psi-pods detached from the Psiwing and shot forwards, spreading out to surround the next corvette. Small beams lanced through the corvette from all angles. Tiny explosions burst all over the ship's hull as it turned off course as one of its engines failed before it could even get a shot off.

"Nice shooting, Fara," Tenderheart fired off a volley of plasma lasers at a group of moth drones, destroying them. "100 fighters and 4 corvettes incoming!" he shouted as his sensors went crazy.

"Let me handle this." Confidence Heart shot forwards. "Alright, transform!" In just a second, the Mechwing transformed: the forward swept wings folded in, the legs with the engines in the feet extended, the arms under the wings unfolded, the nose cone folded forwards as the head popped up and the beam cannons on the back folded over the shoulders.

Enemy comm chatter spoke up, "What the hell! That fighter transforaaaaaaAAAAA!" His cry was cut off as the Mechwing surged forwards and sliced his ship in half with a beam katar.

"Handles like a dream, Bright Heart!" Confidence gave a shout of excitement as the beam vulcans popped out of her fighter's arms and she dove into the next flurry of fighters, the beam vulcans tearing through every ship that came near her with her beam katars carving through any her guns missed.

"Damn! I'm never going to catch up to her on the board now," Falco destroyed the next squadron of fighters with his lasers.

"Corvettes closing in!" Tenderheart destroyed another pair of fighters, "Focus all beam weapons on them."

Beams from the fighters erupted towards the approaching ships as they opened fire in return. Less than a minute later they flew past the corvette's husks.

"Whoohoo!" Faye shouted for joy, "Now that's the kind of firepower we need!"

"Last wave ahead. Everyone stay focused," Tenderheart said. "Slippy, Perfect, focus on the battleship first the loop around and take out the carriers from behind. Miyu, Faye, escort them in. Everyone else focus on the remaining fighters until we've cleared them out."

Confidence Heart shifted the Mechwing back to fighter mode, "Let's kick it into overdrive!"

Miyu and Faye rocketed past the incoming wave, with Slippy and Perfect right on their tails.

"Keep up if you can," Faye said.

"We'll guide you the whole way," Miyu said.

"Just keep us in one piece and we'll do the rest," Slippy said, right as several lasers struck his read shields.

"Count on me," Confidence rocketed past the six ships pursuing them and turned around as she transformed, vaporizing them with her beam Vulcans.

"The battleship has spotted us, its main laser cannons are targeting us," Perfect said.

"Miyu, get ready to turn on the overshield and stay in front of them," Faye said.

"Time to see if your invention works." Miyu took a deep breath, "Now!"

As the battleship opened fire the interceptors were surrounded by large blue bubbles of energy. The heavy lasers bounced off the shields, none of them getting through or by the interceptors.

"Ten seconds left, how long till the torpedoes are locked?" Faye shouted.

"Five, four, three" Slippy counted.

"Locked on!" Perfect shouted right as the overshields dissipated.

"Fire!" Slippy shout was accompanied by four nova torpedoes, tipped with beam drills, flew towards the battleship.

"Take evasive action!" Miyu shouted as they wheeled around to face the engines of the carriers. She looked back over her shoulder through the 360-degree camera just in time to see the torpedoes impact. A moment later the four explosion blew the ship apart.

"Good shooting, now take out the carriers and we can mop up the rest of the fleet," Tenderheart said.

Slippy and Perfect both rolled away from each other to target the carriers' engines. The ships were much weaker than the battleship and a single torpedo from both each bomber crippled the engines while left them as sitting ducks for every ships' beam weaponry, assisted by the main cannons of the _Fox_ as it finally came into range.

In the docking bay of the _Fox_ everyone was celebrating as they landed and stepped out of their fighters. Miyu and Faye were hugging and Bright Heart ran up to Confidence, who caught him in a hug and gave him a kiss.

Tenderheart could help but smile as he turned on the comm, "Soulful, any sign of more ships out there?"

"Nothing nearby, starting up long range scans." Soulful said.

"That's good. Peppy what do you think of the new ships?"

"Very well done, probably the best our team has done," Peppy voice contained a hint of mirth, "Good job out there."

"Thanks," Tenderheart smiled, "Cheer, see if you can get in contact with the resistance and-"

"Distress call incoming! Too garbled to patch through," Cheer cut off Tenderheart.

"Everyone prepare for emergency warp jump!" Peppy shouted, "Get ready to go back into battle!"

Relief turned to worry as everyone turned back to get into their fighters as the technicolor field of warp space appeared outside.

Peppy watched as the warp space dissolved and the first clear transmission came in, garbled by explosions and static.

"This is Bill Grey of the resistance fleet, we're under attack by a large vessel composed of several po-" an explosion cut him off. Peppy and the rest of the command crew watched as the resistance fleet was torn apart by large scale-shaped pods that fired off volleys of plasma lasers, all seeming to come from what looked like a giant scaly cocoon just floating in space.

Inside the cocoon, Mental Heart's suit was connected to every part of the control center and surrounded by monitors that showed him every part of the battlefield. He turned his head to face the _Fox McCloud_.

"Resistance flagship detected, Star Fox team present. Engage and…" he felt something ripple through his mind, "Power reserves at 15%, break off and return to capital ship for power restoration."

Even as the scale-pods returned to the ship and re-attached, Tenderheart, Fara, Peppy, Soulful and Miyu felt a twinge of energy ripple through their minds. As the scaly cocoon disappeared, Tenderheart still felt an icy claw grip his heart.

"Everyone, gather on the command bridge," Tenderheart shut down his ship and stepped out.

OoOoO

"It was Mental Heart," Tenderheart said. Everyone stared at him except for ROB, who was still controlling the ship.

Confidence Heart removed her mask, showing the fear in her eyes, "Mental Heart? Are you sure?"

Fara nodded, "I'd never forget that psychic imprint, it was the same but much stronger and more volatile."

Confidence's face hardened for a moment then she caught Take Care's look and she relaxed, "I guess we need to be on guard."

"To put it mildly," Peppy sat back down in the command chair, "Fara's right, I could feel the overwhelming power coming from that ship, even more than Andross ever had. But a lot less stable. Whatever he's capable of, we can't let our guard down now."

"If he's that powerful, why did he retreat?" Cheer asked.

"I think I have an answer." Soulful glanced back to his console, "I got enough time to scan…whatever that ship was and its power output was low and dropping fast. Best guess is that he had to retreat to recharge."

"We'll take this as a minor blessing if we can," Tenderheart turned to Cheer. "Any survivors?"

Cheer went back to her console and shook her head, "None, nothing's left alive out there."

Tenderheart fell back against the wall, then sighed, "Alright. ROB, get us out of here and everyone get some rest. We could be back in a fight before you know it."


	10. Future's End

Chapter 10: Future's End

Mental Heart's ship exited warp near the planet Venom, where Andross kept his base of operations. Andross spotted him immediately and opened a comm to him.

"Welcome back, Mental Heart. I presume you have finished your task." Andross tented his fingers together in anticipation of the answer.

Mental Heart's helmet betrayed no emotion as he answered, "Affirmative. Resistance operations have been reduced by 85% across the system. I encountered the _Fox McCloud_ but I was forced to retreat before I could engage them."

"You left them ALIVE!" Andross shout caused those on his bridge to jump and then cringe as the admiral's own psionic powers assaulted them.

Mental Heart was unmoved as he replied, "My power reserves are at 10% after the warp jump to return here. I need to recharge before my containment fails." His ship flew towards the Venomian shipyards.

Andross sat back down, his psionic explosion calming down. "Very well. Helmsman!" he turned to the lizard at the controls, "Prepare to warp jump to Mental Heart's last coordinates, and make sure The Prank is part of the fleet." He didn't bother with electronic communications and opened his mind to the rest of the fleet to sent out a psychic message, _'all ships follow my flagship to the coordinates my officers send you. We are going to put and end to the Star Fox Team!'_

As she was sending out the message, the communications officer ventured a question, "Admiral, what does Mental Heart mean by his containment failing?"

Everyone tensed up, unsure if Andross was going to snap at her.

Surprisingly, Andross's answer was rather cordial even as his ship jumped to warp. "I suppose you should know. As much as it pains me to admit it, Mental Heart is the most powerful psionic in this system, even more than me, but," he raised a finger, "there is one area in which he has little to no skill: control. As he grew more powerful his body broke down and he was confined to the suit you saw him wearing in that 'cocoon of death'. Now he's little more than living psionic energy and if that suit loses power or is breached then his consciousness will spread out and dissolve." He smirked, "Even all that power he would be too scattered to do little more than push debris around, for a few minutes, then he would spread farther apart until his existence is little more than a dream he can't waken from."

"Couldn't he just pull himself back together?" The comm officer asked again.

Andross laughed rather jovially, "Maybe, if he had any inkling how to control his power. Even with all his power he can't even communicate telepathically." He waved his hand, "Enough of this, prepare for battle!"

OoOoO

Soulful Heart went over the data and sighed dejectedly, "I finished the scans, Peppy, nothing's alive out there."

Peppy Hare did his best not to slump down in his seat as he sighed, "Alright, prepare to leave the sector, ROB."

"AFFIRMATIVE. WARP ENGINES CHARGING."

"Wait!" Soulful shouted, "Incoming warp signatures, over a dozen!"

A psionic shock rippled through the minds of Peppy, Tenderheart, Soulful, Miyu and Fara and the all instinctively spoke the same word, "Andross!"

Tenderheart's voice came over the comm system, "Battle stations! Be ready to launch all fighters until warp jump is ready!" It was a scramble in the docking bay as Andross' ships dropped out of warp and fighters poured out to face them.

Cheer Bear just stared at the view screen as the ships poured out. "We have to get out of here."

"I'm already working on masking our warp signature, I need at least five minutes." Bright Heart's voice replied over the comm system.

"Any less and they can track us," Peppy affirmed. "Katt, keep the pressure on them and activate the point defenses. ROB, synchronise with Bright Heart and try to speed up the process."

"AFFIRMATIVE. SYSTEMS ALIGNING."

OoOoO

Tenderheart's mind raced a mile a minute as he did his best to weave between the hailstorm of plasma lasers and shoot down as many targets as he could. Everyone else was in a similar state, even Fara as she held back and let her psi pods do most of the fighting. The rarely used point defenses on the _Fox McCloud_ flared to life and fired into the approaching fighters that broke through their own screen.

"Incoming missiles!" Slippy's shout drew their attention to the salvo approaching the ship.

"I've got this!" Confidence Heart transformed the Mechwing back to fighter mode and flew into the salvo. "YAH!" Confidence's shout was accompanied by her shifting back to robot mode and unleashing all her firepower on the missiles, destroying them.

"More incoming!" Cheer's panicked voice came in over the comm.

"I've identified the ship launching the attacks," Soulful said, "Take it out or we're going to be overwhelmed!"

"I'm on it!" Perfect wheeled his bomber around and accelerated towards the missile frigate launching the attacks.

More and more missiles in, forcing the crew to split their attention between the fighters and the missiles, until something was forced to give and four missiles snuck through their screen.

The _Fox McCloud_ rocked violently as the missiles struck the bulging forwards observation deck, shattering it completely.

"Close off all access to the observation deck!" Hope Bear shouted.

"Sounds like they thought it was the control deck," Soulful said.

"Good thing it isn't," Peppy said, "Bright Heart, how long until we can leave?"

"Two more minutes, just hold on!" Bright Heart shouted.

Perfect effortlessly avoided the attacks from pursuing fighters as he closed in on the missile frigate. "Closer, closer," he mumbled as his nova torpedoes locked on. "And away!" he fired and rolled aside. Something fired off the frigate and struck his side shield, but he payed it no mind until he heard scraping on the hull.

"Hello in there? Oooooh been a while since I had a tin can to tear into. Maybe I'll wait until you get back to the big ship, if you're nice enough to take me." Perfect looked up through his 360-degree camera into the grinning cloud face attached to a giant spider.

Perfect's blood ran cold and he did the only thing he could, turned away from the _Fox McCloud_ and accelerated as the missile frigate exploded behind him.

"Perfect, where are you going?!" Tenderheart demanded over the comm.

"They shot The Prank onto my ship! I have to get away before it gets through the armor!" Perfect shouted back.

"Aww, you're going to ruin my fun? I guess I'll tear into you myself then." The Prank's sharp spider-like limbs began to strike down onto the ship's laminate titanium hull.

"I'll take you with me if I have to," Perfect hit the controls for warp, "I don't know where you're going to end up but hopefully it will be far away from anyone you can hurt." His fingers raced over the console as the ship's warp engines engaged.

"You won't send me through warp!" The Prank's limbs all formed into a large drill and he rammed it into the hull.

Perfect saw the drill tip break through the hull surrounding him as he pressed the last button and delivered his last message, "Looks like I'm getting a perfect sendoff. Good Luck, Polite, I'll see you soon." The air rushed out of his cockpit as he hit the warp jump. Soon all that was left was the debris trail in his wake.

Tenderheart had to hold back the tears as he landed back in the ship as another missile struck the side and tore off a wing, "ROB, everyone's back. Jump now!"

"AFFIRMATIVE. INITIATING WARP JUMP."

The whole ship shook as the ship went to warp and Hope Bear's voice came over the comm, "Stabilizers are damaged! This going to be a bumpy ride!"

Miyu was thrown to the deck plating as the ship suddenly shifted, making a hard turn at warp. In under a minute no one was standing except for Confidence Heart who just barely kept herself upright enough to hold on to a bulkhead before she collapsed when another sharp turn was made.

Andross was raging as he watched the Fox McCloud vanish into warp. "Don't let them get away!" he bellowed, vocally and psionically shouting to the rest of the fleet, "Track them now! We will not lose them! FIND THEM!"

OoOoO

No one was sure how long the warp jump lasted, all they knew for certain was that it was too long.

Take Care, Get Well and Patient Heart spent the rest of the day patching up small cuts and bruises. They were grateful that at least their replicators were still functioning instead of forcing them to rely on pre-made tools and bandages.

Tenderheart stood on the bridge, holding his head where he had hit it on the docking bay deck. He stared out at the large Z shaped nebula they were approaching as he spoke to Peppy, "Is this the best place we can hide?"

Peppy shook his head. "We can't hide here for long, but Andross won't search this close to Venom for us right away. We had to make two ninety degree turns at warp to make sure he didn't follow us." Peppy looked up at Tenderheart, "Sorry about the rough ride."

"It's fine. I'm more torn up about Perfect." Tenderheart sighed, "Another dead friend, I don't know how many more times I can do this…"

"It might be more than you think," Soulful Heart approached them, "Tenderheart, I need to talk to you, alone."

Tenderheart was about to object, until he saw the grim look on Soulful Heart's face. "Alright, let's walk." Tenderheart fell in step beside Soulful Heart as they exited the command bridge.

"I have to assume this is about more than the damage we took," Tenderheart said.

"If it were just the damage we took then it would be an inconvenience compared to what we have to deal with now." Soulful Heart looked at a datapad he was carrying then stopped as they stood in front of one of the lifts. Soulful Heart took a deep breath and spoke bluntly, "We can't win."

Tenderheart started then turned to face him, "Excuse me?"

"We. Can't. Win." Soulful repeated, "This war, this resistance is doomed, completely doomed no matter what we do." Soulful Heart didn't give Tenderheart time to respond as he continued, even as the lift door opened, "I've ben going over reports from the resistance for months, correlating reports, losses and wins and I came to this conclusion a while ago. Based on the rate of loss to drone ships and cloned pilots and considering the size of the empires fleet, even if we managed to kill No-Heart, Cold Heart, Quenos, Mental Heart and Andross and destroy every automated factory they set up to build their fleets we'll still be outnumbered at least 1000 to 1 and eventually we'll be out of resources, especially with the resistance fleet devastated they are going to be gunning for us and only us." Soulful Heart looked up from his datapad, "We can't win, Tenderheart."

Tenderheart's gaze narrowed, "Well what should we do? Just lie down and die!? Surrender and hope for mercy from No-Heart!?"

Soulful Heart was about to fire back when a third voice joined the conversation. "I might have a solution." Both turned to where Bright Heart stood just outside the lift, a datapad in his hand.

Tenderheart's gaze softened, "Alright, Bright Heart, what's your solution?"

Bright Heart held the datapad out towards them. "We send someone back in time to stop any of this from happening."

Soulful Heart took the datapad and stared at it. "Time travel, are you serious?"

Bright Heart looked from Soulful to Tenderheart then nodded, "It's only a theory at this point, but I've been working on it in whatever spare time I could. I'm sorry I didn't bring it up before but I thought you might reject it or tell me to focus on something else."

Tenderheart looked up from the datapad, "You're right, I would have but after what Soulful told me." He looked up at Soulful, "This might be our only option. How do we do it?"

Bright Heart brightened up considerably, "Actually we have all of the materials I need onboard, one huge things we'll need is the psychonite inside the Psiwing." He saw Tenderheart's skeptical look, "What little I've been able to figure out says that only a psion can guide the system properly, and most of the psychonite will burn out in the travel. I just need a few days with Faye and Slippy to devote to this and nothing else."

"Which means no time to repair the _Fox_ and we'll have to stay ahead of Andross the whole time." Tenderheart paced back towards the command bridge then turned back, "And with the broken stabilizer you can't work at warp."

"We'll get on that right away, then we'll start working on the drive." Bright Heart turned to leave.

Tenderheart nodded, "Good. As soon as we can get back at warp I'm going to assemble everyone in the observation lounge." Tenderheart smiled, for the first time in years he felt hope beginning to well up in his heart.

OoOoO

Once at warp, only ROB was left to control the ship as everyone else gathered in the rear observation lounge. A picture of Perfect Panda sat on a table surrounded by flowers, all of which had been replicated. Everyone said their piece as they bid farewell to Perfect, then Tenderheart sat them down at the tables to discuss their new plan.

"Time travel? Are you nuts?!" Falco was the first to voice his opinion after hearing Tenderheart's plan. He slammed his hands on the table in the read observation lounge they were all seated at.

"I have to agree, this is far-fetched at the very best," Fara added.

"I know but at this point I don't see any other options," Tenderheart moved Soulful's datapad to the center of the table, "I trust Soulful's analysis, especially after what Mental Heart was able to do to most of the resistance fleet. I know it's a longshot but I'd rather take this million to one chance at undoing all this tragedy than keep fighting a hopeless war."

Miyu was the first to pick up the datapad and analysed it in an instant, "I can see what he means. These numbers look bad; I don't even know if we can last another month." Everyone stared at her, "Mom and dad used to show me old tactical reports, broke a lot of rules but they wanted to be sure I was well prepared for the military."

"Tell me about it," Faye rolled her eyes, "She used to tell me all about her parents' lessons back at the academy."

Bright Heart stood up, "Please, I know I can do this now that we have time. While we were working on the stabilizers," he nodded to Slippy and Faye, "We refined the plan and we're heading back to the Sol system. The empire has a small base there we'll have to destroy but Earth was where everything changed and where we have to prevent this."

While murmurs passed through the assembly, Take Care was the first to speak up, "So you're saying that if this works, and that's a big if, then none of this will have ever happened?" She turned to Bright Heart, "Bright Heart, I trust you and your judgement but do you even know what's going to happen when we do this?"

Bright Heart looked up at the bear he knew as his big sister growing up and sighed, "I don't know, not entirely. I know this is a shot in the dark, but…this is the best chance…the only chance we have."

Tenderheart stood up and walked over to the other table where Perfect's picture sat. He picked it up and stared at it for a moment. "I've said goodbye to too many friends already," he set the picture down and turned to the others, his eyes were wet as he answered but he held in his emotions, "We're doing this. We're travelling to Earth at low warp so you three can finish the drive and attach it to a ship before we get there." Tenderheart turned to Fara, "I'm sorry, Fara, but we have to gut the Psiwing to do this. They can refit it back to an Mk V, since it's built on the same chassis."

Fara nodded, "It's fine," she smiled, "It was still fun to fly if only twice."

"Thank you," Tenderheart smiled, "Until then I think we have some recording to do. We're not going half-way here so if you have any messages you want to record and send to your past selves, or someone in the past you want to tell something, then record or write it down on a datapad so we can send it back."

Later, Tenderheart lay on his bed next to Cheer as she worked on a datapad, trying to decide what she should send back to her past self. She turned to Tenderheart and noticed that he wasn't even trying with his own.

"Something wrong, Tender?" Cheer asked.

Tenderheart set the pad down and put his arms behind his head, "No, but I have something to tell you. I'm the one going back in time."

Cheer's eyes went wide, "What? Why you?"

"Because we need to make sure our past selves trust whoever goes back in time," Tenderheart rolled onto his side to face her, "Soulful Heart suggested it and I agreed, so Bright Heart's attaching the time drive to my Arwing."

Cheer just stared at Tendeheart for a moment, stunned. Then leaned in and put her arms around him, the datapad still in his hand. Tendeheart was expecting a kiss, but instead Cheer went up to his ear and whispered, "I'm pregnant."

Tenderheart's eyes went wide, "What?"

"I found out from Take Care, right after we went into the nebula. She gave me quite the lecture. Less than a month but I wasn't sure how to tell you." Cheer withdrew, her face looking dejected.

Tenderheart was caught amidst his emotions. He wanted to be happy to be a father, he wanted to be mad at himself and Cheer for not being more careful in such a dangerous situation, he wanted to be sad that their child would most likely not live a full life.

Finally, he just hugged Cheer and did his best to reassure her, "I'm sorry, I'm sorry it had to end up like this."

Cheer started to cry, "Me…me too. I mean…" She took in a shuddering breath and lifted up her datapad again, "All this happening, I mean if this happens then Champ and I will be together again but I feel so guilty because it feels like I'm abandoning what we have here and now and this." She touched her tummy, "This could be more than that."

Tenderheart took her hand and placed it on her cheek, "It's alright, I feel the same way. I love you Cheer but I think this is going to be for the best. But it's not us who are changing, it's past versions of us. We don't even know how this will change our present, for all we know we could just be creating an alternate past instead of fixing this…sorry," he apologized as he realized what he said.

Cheer smiled, "Thank you," they kissed and Cheer went back to record her message, "So you're not going to write something?"

Tenderheart lay back, "No, I'll just tell myself when I get back."

OoOoO

"SOL SYSTEM APPROACHING. READY TO RETURN TO NORMAL SPACE."

Peppy took a deep breath and kept his gaze forwards. "We're so close," he opened the comm to the docking bay, "Bright Heart, is the time drive ready?"

"All set, I still don't know how well this will work but it's as ready as it's every going to be," Bright Heart replied.

"Good, prepare for the launch," Peppy shut off the comm.

Bright Heart turned away from the wall panel to where Tenderheart was practising with the sword Fara had given him. "Are you sure you want to take that back with you? You've never even used it."

"I need every edge I can get," Tenderheart took one last swing and wiped his brow before he stuck it in the sheathe on his back, "It's part of the plan."

"Well then, let's go over it again," Bright Heart held up a datapad with the checklist on hit, "What are the specific goals you have to stop No-Heart in the past."

Tenderheart took a deep breath, "First, we need to let everyone know that No-Heart is alive and that Andross in on the planet. Second, I need to get Indy to get psionic training so he can help us in the final battle. Third, I'm going to deliver the advanced tech from my Arwing to the Star Fox Team. And fourth, I need to stop The Prank from killing everyone in Paradise Valley."

Bright Heart nodded, "Good." He looked over to where Faye was loading a large box into the back of Tenderheart's Awring.

Faye stepped back, "There, future messages secure."

"Did you put one in?" Tenderheart walked over to examine the sealed metal box.

Faye shook her head, "No point. Me and Miyu were still in the military back in Lylat when this happened so odds are we'll never meet."

Tenderheart frowned, "I never thought of that." He smiled and held out a hand, "It was good to know you, Faye. Thank you for everything.

Faye took his hand in both of hers and shook vigorously, "You too, Tenderheart. Go get em."

Tenderheart was about to reply when a warning siren started to blare and Peppy's voice came over the intercom. "Battle stations everyone! There two more massive energy signatures ahead of us."

"Crap! We were so close too," Faye snapped her fingers, "Better suit up."

"Good luck. I won't be out there. Can't risk it," Tenderheart took a deep breath as he heard the others running for their fighters.

Confidence Heart stopped by Bright Heart to give him a kiss, "Wish me luck."

"Good luck," Bright Heart smiled, then suddenly looked downtrodden as she ran to the Mechwing. "This is the end," he whispered so no one else could hear him.

Fara jumped into her Arwing, the former Psiwing, and was starting up the engine when she felt a lash of pain in her psyche. She knew what it had to be even as she opened the comm to confirm it, "Peppy, you felt that right?"

"I did. That Andross and Mental Heart, no question." Peppy sounded grim. "They must have passed us on the way here."

"The downside of travelling at low warp," Fara said.

"Well then, let's give these bastards one hell of a send-off!" Confidence Heart grinned as she powered up the Mechwing.

"Alright people, new objective," Fara said, taking command of the squadron as the Arwings in the bay powered up, "We need to clear out any fighters Andross sends against us and try to destroy whatever that thing Mental Heart uses is. Our objective is to give Tenderheart a clear space to use the time drive…Even the _Fox_ is expendable." The grimness in her voice left them in no uncertain terms.

The technicolor glow of war space faded to show them their welcoming committee. Andross flagship, a massive ship with his face formed from the metal on the front. Next to it, Mental Heart's cocoon of death lay in wait, the large pods already starting to detach.

"Star Fox! Launch!" Fara shouted as she catapulted out of the launch bay.

Tenderheart was just stepping into the time drive equipped Arwing Mk V as the ships launched. He wanted to be out there, fighting alongside them, giving them every edge he could, but he had his duty. He set the sword, sheathe and all, next to the seat and strapped it into place and sat down. He looked at the small black control box with just one switch on it and two displays, one for the current date and one for the target date. He mentally reviewed what he would have to do one more time: once he had enough clear space he would flip the switch and it would catapult him backwards in time. He had to watch the "present time" display and focus his psionics on the drive itself (which he already felt humming in the back of his mind) and force it to stop once he got near the appointed date. He only had one shot and no simulations to test it. Tenderheart set his jaw as the hatch closed behind him and he gripped the controls. He would make it count!

OoOoO

Andross couldn't help but grin with sinister glee as he saw the _Fox McCloud_ emerge from warp space. "Destroy them! All of them!"

Immediately his flagship and the nearby station began spitting out fighters, smaller than a fleet he would have liked but Andross was satisfied with what he had. "Open fire!"

Mental Heart needed no order and the scale shaped pods of his cocoon detached and flew towards the approaching fighters.

As soon as she was clear Confidence Heart transformed the Mechwing into robot mode. The first two scale pods from Mental Heart flew to her and she destroyed them with her beam Vulcans. She grit her teeth and glared from behind her mask, "Mental Heart!" She hurtled into the approaching fighters, her beam katars and Vulcans shredding anything that came near.

Fara did her best to coordinate of the situation, "Slippy, try to get close and hit the flagship's engines with your nova torpedoes. Defender, Connie, cover Slippy on his attack run. Hugs, Falco clear out the fighters the station is launching and destroy it if you get close enough, your beam cannons should make short work of a static target. Miyu, Faye, stay with me and clear out the fighters until Tenderheart launches, try to distract Mental Heart's attack drones!"

Defender felt his Arwing shake as he took several direct laser blasts before he wheeled around and destroyed his pursuers. Connie dove down to destroy moth drones that were swarming around Slippy's bomber.

"Thanks, just keep me covered and I can get to his engines!" Slippy was doing his best to focus on his task but his radar kept indicating approaching hostiles and throwing him off.

Confidence Heart's adrenaline was running high as each new scale drone came into range. At the very least Mental Heart was focused on her instead of anyone else. Her beam cannons fired off at Mental Heart's ship, but six of the scales detached and flew in the way, exploding as they deflected the shots.

Confidence Heart grinned, "Scared? Good!" She barely dodged another salvo of plasma lasers as scale pods unleashed on her, the ship responding almost faster than she could think.

OoOoO

Tenderheart tensed up as he watched the battle play out through the docking bay door. He took a deep breath and reached out with his mind, feeling the minds of the combatants, wincing at the aggressive energy from Andross and Mental Heart which forced him to hold his head and stop sensing.

A bright flash illuminated the battlefield and a Cheer's voice came over the comm system. "The station just went critical! Launch now!"

"Right!" Tenderheart hit the launch and rocketed out into space. He immediately spun around and flew under the Fox towards the shattered remains of the Earth. He felt his chest grow tight but he pressed onwards and boosted past.

"Incoming missiles!" Slippy shouted as he flew under Andross' flagship past six missiles as they launched.

"Station's gone, we got em!" Hugs shouted as she and Defender boosted back towards the missiles.

Andross watched as the six missiles streaked towards the Fox. Two Arwings tried to chase them down and four were downed, but the last two stuck home, blowing a huge hole in the side of the ship.

"Hell breach on the port side!" Hope Bear shouted as the ship shook from the impact.

"Don't expose our engines! Katt focus all fire on Andross' ship until Slippy finishes his attack run!" Peppy shouted.

"More missiles incoming!" Soulful shouted, "Shit! A group of fighters broke off and are chasing Tenderheart!"

"Someone break off and help Tenderheart!" Cheer shouted into the comm.

"Don't worry, we're on it." Miyu's voice was unusually calm.

"These aren't interceptors for nothing!" Faye sounded excited as both Arwing interceptors flew past the Fox.

Tenderheart was forced to star pulling evasive maneuvers as lasers swarmed in behind him. "Damnit, I have turn around."

"Don't worry, we got this!" beam vulcans blazed through the formations, shattering half of them, followed by two plasma discharges that destroyed the rest.

"Keep it up, Tenderheart, we'll hold them back," Faye gave a thumb's up through the comm as she and Miyu wheeled around to return to the fight.

Confidence Heart was sweating as she sliced another pod in half and destroyed two more with her cannons. By now the Cocoon of Death had been whittled down to almost the size of her own fighter, then it began to fall apart.

The remaining scale pods fell away from the cocoon and inside, a figure stirred. Four G-diffusers in an X-shape that emitted energy in the form of butterfly wings extended from the back of a humanoid figure. The hands each gripped a sword hilt that lit up with blue psionic energy.

Mental Heart's voice came over the comm, "Come to the butterfly of rebirth and meet the same fate as your mate."

Confidence Heart bared her teeth as her beam katars ignited again, "Bring it on!" She charged.

OoOoO

Slippy had lost a wing, but he still spun around as he finally cleared the entire ship and locked onto engines. "Torpedoes locked. Fire!" he shouted then dove down as they impacted.

"What hit us!" Andross demanded as his ship shook.

"Engines hit, losing power!"

"Idiots!" Destroy the Fox, fire! Fire!"

Slippy turned up as the explosion sent debris flying his way, just in time to hear Connie's voice.

"I'm hit, AUGG!" Slippy watched helplessly as her Arwing spun out and crashed into the flag ship. It was all he could do to keep firing his beam cannons into the ship, trying to break through its armor.

Confidence Heart struck out towards the Butterfly of rebirth, only to be blocked by Mental's psi-sword as his second sliced off the MEchwing's right leg.

"You are doomed." Mental Heart stated flatly as he swung the sword up.

Confidence hit her engine as hard as she could and flew away, leaving a small trail of debris behind her. She pointed her left beam vulcan at him, "No! It's you!" the hail of fire shredded through his armor, opening a hole to his cockpit. Mental Heart brought his swords up to block the remaining shots but Confidence dove straight down, shaky with only one leg engine, and stabbed into the cockpit with her beam katar.

Mental Heart only had a moment to watch as the beam weapon sliced into his containment suit. A psychic scream spread outwards as his containment suit ruptured and exploded, tearing apart the Butterfly of rebirth and sending the Mechwing spinning out of control, his consciousness becoming fainter, and fainter as he spread outwards, losing even the most basic concept of self.

Confidence Heart put up a bubble of air around herself as she hurtled out of control but she couldn't help but grin, "Time travel or no. I got you."

OoOoO

Tenderheart's eyes widened in shock as the massive explosion light up space from behind him. He was too far away to sense if it was the Fox or Andross' flagship but he pushed those thoughts from his mind as he approached the coordinates.

"Alright. Now or never." He looked down at the time drive controls and focused his mind, connecting to the psychonite linked into the time drive. "I have to get there right after the Star Fox Team arrives, or no one will believe me," he said one last time to himself.

Then he flipped the switch. Tenderheart felt like his whole body was being squashed and stretched like putty as he forced himself to keep his mind on the task, watching the time roll backwards on the counter.

BOOK 3 END

Next Part: Back, back in time to fix the errors of the past. Tenderheart returns to the world he loved to save everyone and armed with knowledge of the future he _will_ change it. But will it work, or is the future fixed? Can one truly fight fate when they are living proof of that dark future? As he works to fix the past, the Care Bear Family will be put through the hardest trials of their life, and future knowledge may do more than save their lives and even their own lives are changed, forever.

Care Bear Family Adventures, Book 4: Generations

Will you join them on their adventure?


End file.
